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                                                                     EXHIBIT 4.2

                                     BYLAWS

                                       OF

                             SYNOVUS FINANCIAL CORP.

                                   As Amended
                           Effective November 22, 2002

                                   ARTICLE I.
                                     OFFICES

Section 1.        Principal Office. The principal office for the transaction
                  of the business of the corporation shall be located in
                  Muscogee County, Georgia, at such place within said County as
                  may be fixed from time to time by the Board of Directors.

Section 2.        Other Offices. Branch offices and places of business may be
                  established at any time by the Board of Directors at any place
                  or places where the corporation is qualified to do business,
                  whether within or without the State of Georgia.

                                   ARTICLE II.
                             SHAREHOLDERS' MEETINGS

Section 1.        Meetings, Where Held. Any meeting of the shareholders of the
                  corporation, whether an annual meeting or a special meeting,
                  may be held either at the principal office of the corporation
                  or at any place in the United States within or without the
                  State of Georgia.

Section 2.        Annual Meeting. The annual meeting of the shareholders of the
                  corporation for the election of Directors and for the
                  transaction of such other business as may properly come before
                  the meeting shall be held on such date and at such time and
                  place as is determined by the Board of Directors of the
                  corporation each year. Provided, however, that if the Board of
                  Directors shall fail to set a date for the annual meeting of
                  shareholders in any year, that the annual meeting of the
                  shareholders of the corporation shall be held on the fourth
                  Thursday in April of each year; provided, that if said day
                  shall fall upon a legal holiday, then such annual meeting
                  shall be held on the next day thereafter ensuing which is not
                  a legal holiday. In addition to any other applicable
                  requirements, for business to properly come before the
                  meeting, notice of any nominations of persons for election to
                  the Board of Directors or of any other business to be brought
                  before an annual meeting of shareholders by a shareholder must
                  be provided in writing to the Secretary of the corporation not
                  later than the close of business on the 45th day nor earlier
                  than the close of business on the 90th day prior to the date
                  of the proxy statement released to shareholders in connection
                  with the previous year's annual meeting and such business must
                  constitute a proper subject to be brought before such meeting.
                  Such shareholder's notice shall set forth (a) as to each
                  person whom the shareholder proposes to nominate for election
                  as a director all information relating to such person that is
                  required to be disclosed in solicitations of proxies for
                  election of directors, or is otherwise required, in each case
                  pursuant to Regulation 14A under the Securities Exchange Act
                  of 1934, as amended (including such person's written consent
                  to being named in the Proxy Statement in connection with such
                  annual meeting as a nominee and to serving as a director if
                  elected), and evidence reasonably satisfactory to the
                  corporation that such nominee has no interests that would
                  limit such nominee's ability to fulfill his or her duties of
                  office; (b) as to any other business that the shareholder
                  proposes to bring before the meeting, a brief description of
                  the business desired to be brought before the meeting, the
                  reasons for conducting such business at the meeting and any
                  material interest in such business of such shareholder and the
                  beneficial owner, if any, on whose behalf the proposal is
                  made; and (c) as to the shareholder giving the notice and the
                  beneficial owner, if any, on whose behalf the nomination or
                  proposal is made (i) the name and address of such shareholder,
                  as they appear on the corporation's books, and of such
                  beneficial owner and (ii) the class and number of shares of
                  the corporation that are owned beneficially and held of record
                  by such shareholder and such beneficial owner. Notwithstanding
                  anything in these bylaws to the contrary, no business shall be
                  conducted at the annual meeting except in accordance with the
                  procedures set forth in this Section 2. The Chairman of the
                  Board of Directors shall, if the facts warrant, determine and
                  declare to the meeting that business has not been properly


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                  brought before the meeting in accordance with the provisions
                  of this Section 2, and if the Chairman should so determine,
                  the Chairman shall so declare to the meeting and any such
                  business not properly brought before the meeting shall not be
                  transacted.

Section 3.        Special Meetings. A special meeting of the shareholders of the
                  corporation, for any purpose or purposes whatsoever, may be
                  called at any time by the Chairman of the Board, any Vice
                  Chairman of the Board, any Vice Chairman of the corporation,
                  the President, any Vice President, a majority of the Board of
                  Directors, or one or more shareholders of the corporation
                  representing at least 66 2/3% of the votes entitled to be cast
                  by the holders of all of the issued and outstanding shares of
                  common stock of the corporation. Such a call for a special
                  meeting must state the purpose of the meeting. This section,
                  as it relates to the call of a special meeting of the
                  shareholders of the corporation by one or more shareholders
                  representing at least 66 2/3% of the votes entitled to be cast
                  by the holders of all of the issued and outstanding shares of
                  common stock of the corporation shall not be altered, deleted
                  or rescinded except upon the affirmative vote of the
                  shareholders of the corporation representing at least 66 2/3%
                  of the votes entitled to be cast by the holders of all of the
                  issued and outstanding shares of common stock of the
                  corporation.

Section 4.        Notice of Meetings. Unless waived, notice of each annual
                  meeting and of each special meeting of the shareholders of the
                  corporation shall be given to each shareholder of record
                  entitled to vote, not less than ten (10) days nor more than
                  seventy (70) days prior to said meeting. Such notice shall
                  specify the place, day and hour of the meeting; and in the
                  case of a special meeting, it shall also specify the purpose
                  or purposes for which the meeting is called.

Section 5.        Waiver of Notice. Notice of an annual or special meeting of
                  the shareholders of the corporation may be waived by any
                  shareholder, either before or after the meeting; and the
                  attendance of a shareholder at a meeting, either in person or
                  by proxy, shall of itself constitute waiver of notice and
                  waiver of any and all objections to the place or time of the
                  meeting, or to the manner in which it has been called or
                  convened, except when a shareholder attends solely for the
                  purpose of stating, at the beginning of the meeting, an
                  objection or objections to the transaction of business at such
                  meeting.

Section 6.        Quorum, Voting and Proxy. Shareholders representing a
                  majority of the votes entitled to be cast by the holders of
                  all of the issued and outstanding shares of common stock of
                  the corporation shall constitute a quorum at a shareholders'
                  meeting. Any shareholder may be represented and vote at any
                  shareholders' meeting by proxy filed with the Secretary of the
                  corporation on or before the date of such meeting; provided,
                  however, that no proxy shall be valid for more than 11 months
                  after the date thereof unless otherwise specified in such
                  proxy.

                  The common stock of the corporation shall have the following
                  voting rights:

                           (a)      Except as otherwise provided in paragraph
                  (b) below, every holder of record of the common stock shall be
                  entitled to one (1) vote in person or by proxy on each matter
                  submitted to a vote at a meeting of shareholders for each
                  share of the common stock held of record by such holder as of
                  the record date of such meeting.

                           (b)      Notwithstanding paragraph (a) above, every
                  holder of record of a share of the common stock meeting any
                  one of the following criteria, shall be entitled to ten (10)
                  votes in person or by proxy on each matter submitted to a vote
                  at a meeting of shareholders for each share of the common
                  stock held of record by such holder as of the record date of
                  such meeting which:

                                    (1)      has had the same beneficial owner
                           since April 24, 1986; or

                                    (2)      has had the same beneficial owner
                           for a continuous period of greater than 48 months
                           prior to the record date of such meeting; or

                                    (3)      is held by the same beneficial
                           owner to whom it was issued by the corporation in or



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                           as a part of an acquisition of a banking or
                           non-banking company by the corporation where the
                           resolutions adopted by the corporation's Board of
                           Directors approving said acquisition specifically
                           reference and grant such rights; or

                                    (4)      is held by the same beneficial
                           owner to whom it was issued by the corporation, or to
                           whom it transferred by the corporation from treasury
                           shares held by the corporation, and the resolutions
                           adopted by the corporation's Board of Directors
                           approving such issuance and/or transfer specifically
                           reference and grant such rights; or

                                    (5)      was acquired under any employee,
                           officer and/or director benefit plan maintained for
                           one or more employees, officers and/or directors of
                           the corporation, and/or its subsidiaries, and is held
                           by the same beneficial owner for whom it was acquired
                           under the terms and provisions of such plan; or

                                    (6)      was acquired by reason of
                           participation in a dividend reinvestment plan
                           approved by the corporation and is held by the same
                           beneficial owner for whom it was acquired under the
                           terms and provisions of such plan; or

                                    (7)      is owned by a holder who, in
                           addition to shares which are beneficially owned under
                           the provisions of paragraph (b) (1)-(6) above, is the
                           beneficial owner of less than 100,000 shares of
                           common stock of the corporation, with such amount to
                           be appropriately adjusted to properly reflect any
                           change in the shares of common stock of the
                           corporation by means of a stock split, a stock
                           dividend, a recapitalization or otherwise occurring
                           after April 24, 1986.

                           (c)      For purposes of paragraphs (b) above and (e)
                  below:

                                    (1)      any transferee of a share of the
                           common stock receiving such stock:

                                            (i)      by gift; or

                                            (ii)     by bequest, devise or
                                    otherwise through the law of inheritance,
                                    descent and distribution from a descendant's
                                    estate; or

                                            (iii)    by distribution from a
                                    trust holding such stock for the benefit of
                                    such transferee; or

                                    (2)      any corporate transferee receiving
                           such common stock solely in exchange for the capital
                           stock of such corporate transferee prior to December
                           31, 1986, provided that the transferor(s) of such
                           common stock and their respective donees, legatees
                           and devises own all of the issued and outstanding
                           shares of capital stock of such corporate transferee;

                           shall be deemed in each case to be the same
                           beneficial owner as the transferor.

                           Any transfer of any share of the capital stock of a
                  corporate transferee described in subparagraph (c) (2) above,
                  other than by means described in subparagraph (c) (1) above
                  shall disqualify all shares of the common stock held by such
                  corporate transferee from the operation of this paragraph (c).

                           (d)      For purposes of paragraph (b) above, shares
                  of the common stock acquired pursuant to a stock option shall
                  be deemed to have been acquired on the date the option was
                  granted, and any shares of common stock acquired by the
                  beneficial owner as a direct result of a stock split, stock
                  dividend or other type of distribution of shares with respect
                  to existing shares ("Dividend Shares") will be deemed to have
                  been acquired and held continuously from the date on which the
                  shares with regard to which the Dividend Shares were issued
                  were acquired.

                           (e)      For purposes of paragraph (b) above, any
                  share of the common stock held in "street" or "nominee" name



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                  shall be presumed to have been acquired by the beneficial
                  owner subsequent to April 24, 1986 and to have had the same
                  beneficial owner for a continuous period of less than 48
                  months prior to the record date of the meeting in question.
                  This presumption shall be rebuttable by presentation to the
                  corporation's Board of Directors by such beneficial owner of
                  evidence satisfactory to the corporation's Board of Directors
                  that such share has had the same beneficial owner
                  continuously since April 24, 1986 or such share has had the
                  same beneficial owner for a period greater than 48 months
                  prior to the record date of the meeting in question.

                           (f)      For purposes of this section, a beneficial
                  owner of a share of common stock is defined to include a
                  person or group of persons who, directly or indirectly,
                  through any contract, arrangement, undertaking, relationship
                  or otherwise has or shares (1) voting power, which includes
                  the power to vote, or to direct the voting of such share of
                  common stock, (2) investment power, which includes the power
                  to direct the sale or other disposition of such share of
                  common stock, (3) the right to receive, retain or direct the
                  distribution of the proceeds of any sale or other disposition
                  of such share of common stock, or (4) the right to receive or
                  direct the disposition of any distributions, including cash
                  dividends, in respect of such share of common stock. For
                  purposes of paragraphs (a) through (e) above, all
                  determinations concerning beneficial ownership, changes
                  therein, or the absence of any such change, shall be made by
                  the corporation's Board of Directors. Written procedures
                  designed to facilitate such determinations shall be
                  established by the corporation's Board of Directors and
                  refined from time to time. Such procedures shall provide,
                  among other things, the manner of proof of facts that will be
                  accepted and the frequency with which such proof may be
                  required to be renewed. The corporation's Board of Directors
                  shall be entitled to rely on all information concerning
                  beneficial ownership of the common stock coming to its
                  attention from any source and in any manner reasonably deemed
                  by it to be reliable, but the corporation shall not be charged
                  with any other knowledge concerning the beneficial ownership
                  of the common stock. Any disputes arising concerning
                  beneficial ownership, changes therein, or the absence of any
                  such changes, pursuant to this paragraph (f), shall be
                  definitively resolved by a determination of the corporation's
                  Board of Directors made in good faith.

Section 7.        Voting Rights. The voting rights of shares of common stock
                  of the corporation shall not be altered, deleted or rescinded
                  except upon the affirmative vote of the shareholders of the
                  corporation representing at least 66 2/3% of the votes
                  entitled to be cast by the holders of all of the issued and
                  outstanding shares of common stock of the corporation.

Section 8.        No Meeting Necessary When. Any action required by law or
                  permitted to be taken at any shareholders' meeting may be
                  taken without a meeting if, and only if, written consent,
                  setting forth the action so taken, shall be signed by all of
                  the shareholders entitled to vote with respect to the subject
                  matter thereof. Such consent shall have the same force and
                  effect as a unanimous vote of the shareholders and shall be
                  filed with the Secretary and recorded in the Minute Book of
                  the corporation.

                                  ARTICLE III.
                                    DIRECTORS

Section 1.        Number. The Board of Directors of the corporation shall
                  consist of not less than 8 nor more than 60 Directors. The
                  number of Directors may vary between said minimum and maximum,
                  and within said limits, the shareholders representing at least
                  66 2/3% of the votes entitled to be cast by the holders of all
                  of the issued and outstanding shares of common stock of the
                  corporation may, from time to time, by resolution fix the
                  number of Directors to comprise said Board. This section, as
                  it relates to, from time to time, fixing the number of
                  Directors of the corporation by the shareholders of the
                  corporation representing at least 66 2/3% of the votes
                  entitled to be cast by the holders of all of the issued and
                  outstanding shares of common stock of the corporation, shall
                  not be altered, deleted or rescinded except upon the
                  affirmative vote of the shareholders of the corporation
                  representing at least 66 2/3% of the votes entitled to be cast
                  by the holders of all of the issued and outstanding shares of
                  common stock of the corporation.



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Section 2.        Election and Tenure. The Board of Directors of the corporation
                  shall be divided into three classes serving staggered 3-year
                  terms, with each class to be as nearly equal in number as
                  possible. At the first annual meeting of the shareholders of
                  the corporation on or after the date of adoption of this
                  provision, all members of the Board of Directors shall be
                  elected with the terms of office of Directors comprising the
                  first class to expire at the first annual meeting of the
                  shareholders of the corporation after their election, the
                  terms of office of Directors comprising the second class to
                  expire at the second annual meeting of the shareholders of the
                  corporation after their election and the terms of office of
                  Directors comprising the third class to expire at the third
                  annual meeting of the shareholders of the corporation after
                  their election, and as their terms of office expire, the
                  Directors of each class will be elected to hold office until
                  the third succeeding annual meeting of the shareholders of the
                  corporation after their election. In such elections, the
                  nominees receiving a plurality of votes shall be elected. This
                  section, as it relates to the division of the Board of
                  Directors into three classes serving staggered 3-year terms,
                  shall not be altered, deleted or rescinded except upon the
                  affirmative vote of the shareholders of the corporation
                  representing at least 66 2/3% of the votes entitled to be cast
                  by the holders of all of the issued and outstanding shares of
                  common stock of the corporation.

Section 3.        Powers. The Board of Directors shall have authority to
                  manage the affairs and exercise the powers, privileges and
                  franchises of the corporation as they may deem expedient for
                  the interests of the corporation, subject to the terms of the
                  Articles of Incorporation, bylaws, any valid Shareholders'
                  Agreement, and such policies and directions as may be
                  prescribed from time to time by the shareholders of the
                  corporation.

Section 4.        Meetings. The annual meeting of the Board of Directors shall
                  be held without notice immediately following the annual
                  meeting of the shareholders of the corporation, on the same
                  date and at the same place as said annual meeting of the
                  shareholders. The Board by resolution may provide for regular
                  meetings, which may be held without notice as and when
                  scheduled in such resolution. Special meetings of the Board
                  may be called at any time by the Chairman of the Board, any
                  Vice Chairman of the Board, any Vice Chairman of the
                  corporation, the President, or by any two or more Directors.

Section 5.        Notice and Waiver; Quorum. Notice of any special meeting of
                  the Board of Directors shall be given to each Director
                  personally or by mail, telegram or cablegram addressed to him
                  at his last known address, at least one day prior to the
                  meeting. Such notice may be waived, either before or after the
                  meeting; and the attendance of a Director at any special
                  meeting shall of itself constitute a waiver of notice of such
                  meeting and of any and all objections to the place or time of
                  the meeting, or to the manner in which it has been called or
                  convened, except where a Director states, at the beginning of
                  the meeting, any such objection or objections to the
                  transaction of business. A majority of the Board of Directors
                  shall constitute a quorum at any Directors' meeting.

Section 6.        No Meeting Necessary, When. Any action required by law or
                  permitted to be taken at any meeting of the Board of Directors
                  may be taken without a meeting if written consent, setting
                  forth the action so taken, shall be signed by all the
                  Directors. Such consent shall have the same force and effect
                  as a unanimous vote of the Board of Directors and shall be
                  filed with the Secretary and recorded in the Minute Book of
                  the corporation.

Section 7.        Voting. At all meetings of the Board of Directors each
                  Director shall have one vote and, except as otherwise provided
                  herein or provided by law, all questions shall be determined
                  by a majority vote of the Directors present.

Section 8.        Removal.  Any one or more Directors or the entire Board of
                  Directors may be removed from office, with or without cause,
                  by the affirmative vote of the shareholders of the corporation
                  representing at least 66 2/3% of the votes entitled to be cast
                  by the holders of all of the issued and outstanding shares of
                  common stock of the corporation at any shareholders' meeting
                  with respect to which notice of such purpose has been given.
                  This section, as it relates to the removal of Directors of the
                  corporation by the shareholders of the corporation
                  representing at least 66 2/3% of the votes entitled to be cast
                  by the holders of all of the issued and outstanding shares of
                  common stock of the corporation, shall not be altered, deleted


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                  or rescinded except upon the affirmative vote of the
                  shareholders of the corporation representing at least 66 2/3%
                  of the votes entitled to be cast by the holders of all of the
                  issued and outstanding shares of common stock of the
                  corporation.

Section 9.        Vacancies. Any vacancy occurring in the Board of Directors
                  caused by an increase in the number of Directors may be filled
                  by the shareholders of the corporation for a full classified
                  3-year term, or such vacancy may be filled by the Board of
                  Directors until the next annual meeting of the shareholders.
                  Any vacancy occurring in the Board of Directors caused by the
                  removal of a Director shall be filled by the shareholders, or
                  if authorized by the shareholders, by the Board of Directors,
                  for the unexpired term of the Director so removed. Any vacancy
                  occurring in the Board of Directors caused by a reason other
                  than an increase in the number of Directors or removal of a
                  Director may be filled by the Board of Directors, or the
                  shareholders, for the unexpired term of the Director whose
                  position is vacated. Vacancies in the Board of Directors
                  filled by the Board of Directors may be filled by the
                  affirmative vote of a majority of the remaining Directors,
                  though less than a quorum, or the sole remaining Director, as
                  the case may be.

Section 10.       Dividends. The Board of Directors may declare dividends
                  payable in cash or other property out of the unreserved and
                  unrestricted net earnings of the current fiscal year, computed
                  to the date of declaration of the dividend, or the preceding
                  fiscal year, or out of the unreserved and unrestricted earned
                  surplus of the corporation, as they may deem expedient.

Section 11.       Committees. In the discretion of the Board of Directors,
                  said Board from time to time may elect or appoint, from its
                  own members, an Executive Committee, an Audit Committee, a
                  Nominating Committee, a Corporate Development Committee, a
                  Compensation Committee and such other committee or committees
                  as said Board may see fit to establish. Each such committee
                  shall consist of two or more Directors, and each shall possess
                  such powers and be charged with such responsibilities, subject
                  to the limitations imposed herein these bylaws and by
                  applicable law, as the Board by resolution may from time to
                  time prescribe.

                               Executive Committee

                           The Executive Committee shall, during the intervals
                  between meetings of the corporation's Board of Directors,
                  possess and may exercise any and all powers of the
                  corporation's Board of Directors in the management and
                  direction of the business and affairs of the corporation in
                  which specific direction has not been given by the
                  corporation's Board of Directors.

                              Nominating Committee

                           The Nominating Committee shall possess the power and
                  be charged with the responsibility of: (i) evaluating the
                  performance of incumbent directors and non-directors in
                  determining whether or not they should be nominated for
                  re-election, or election in the first instance, by the
                  shareholders to serve upon the Board of Directors of the
                  corporation; and (ii) recommending to the Board of Directors
                  of the corporation whether or not the Board should nominate
                  such individuals for re-election or election, as the case may
                  be, by the shareholders to serve upon the Board of Directors
                  of the corporation.

                             Compensation Committee

                           The Compensation Committee shall possess the power
                  and be charged with the responsibility of: (i) evaluating and
                  setting the remuneration of senior management and members of
                  the Board of Directors of the corporation and the compensation
                  and fringe benefit plans in which officers, employees and
                  directors of the corporation are eligible to participate; and
                  (ii) recommending to the Board of Directors of the corporation
                  whether or not it should modify or approve such remuneration,
                  compensation or fringe benefit plans.




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                         Corporate Development Committee

                           The Corporate Development Committee shall possess the
                  power and be charged with the responsibility of reviewing with
                  and assisting the management of the corporation in the
                  formalization of plans and strategies with regard to the
                  future expansion and growth of, and the overall operation of,
                  the market areas served by, and the services provided by the
                  corporation and its subsidiaries, including, but not limited
                  to, plans and strategies in connection with acquisitions by
                  the corporation of control of organizations and firms engaged
                  in banking activities and activities determined by the Board
                  of Governors of the Federal Reserve System to be closely
                  related to banking, the provision by the corporation and its
                  subsidiaries of additional services to the customers in the
                  market areas served by the corporation and its subsidiaries
                  and the expansion of the market areas served by the
                  corporation and its subsidiaries.

                                 Audit Committee

                           The Audit Committee shall possess the power and be
                  charged with the responsibility of: (i) reviewing and
                  determining the independence of the independent auditors to be
                  engaged by the corporation to perform the annual audit and
                  interim reviews of the financial condition of the corporation
                  and its subsidiaries (hereinafter referred to as the
                  "corporation's independent auditors"); (ii) reviewing,
                  determining and maintaining the independence of the
                  corporation's internal auditors by assisting management of the
                  corporation in the formulation of the job description of the
                  head of the corporation's internal audit division and
                  providing for direct reporting by the corporation's internal
                  auditors to it in all matters relating to the audit function;
                  (iii) instituting, directing and supervising investigations in
                  matters relating to the audit function to be made by the
                  corporation's internal auditors of the corporation and/or its
                  subsidiaries; (iv) reviewing and approving each professional
                  service to be provided by the corporation's independent
                  auditors for the corporation and/or its subsidiaries prior to
                  the performance of such services; (v) reviewing and approving
                  the range of management advisory services provided by the
                  corporation's independent auditors; (vi) reviewing the
                  adequacy by the corporation's and its subsidiaries' systems of
                  internal accounting controls; (vii) reviewing the scope and
                  results of the corporation's procedures for internal auditing
                  of the corporation and its subsidiaries; (viii) reviewing the
                  results of regulatory examination of the corporation and its
                  subsidiaries; (ix) reviewing the corporation's independent
                  auditor's plan and results of its audit engagement; (x)
                  periodically reviewing with the corporation's independent
                  auditors with the assistance of management of the corporation
                  the financial statement of the corporation and consolidated
                  financial statements of the corporation and its subsidiaries
                  with the primary goal of such review being to insure that such
                  financial statements fairly present the financial results of
                  the corporation in conformity with generally accepted
                  accounting principles; (xi) reviewing and recommending to the
                  Board of Directors of the corporation any engagement or
                  termination of the corporation's independent auditors; and
                  (xii) considering such other matters with regard to the
                  internal and independent audit of the corporation and its
                  subsidiaries as, in its discretion, it deems to be desirable,
                  periodically reporting to the Board of Directors of the
                  corporation as to the exercise of its duties and
                  responsibilities and, where appropriate, recommending to the
                  Board of Directors matters in connection with the audit
                  function upon which it should consider taking action.

Section 12.       Officers, Salaries and Bonds. The Board of Directors shall
                  elect all officers of the corporation and shall approve the
                  remuneration, including remuneration from employee benefit
                  plans, of all officers, except that the Board of Directors
                  shall not have the responsibility to approve salaries for
                  officers who are not executive officers. The fact that any
                  officer is a Director shall not preclude him from receiving a
                  salary or from voting upon the resolution providing the same.
                  The Board of Directors may or may not, in their discretion,
                  require bonds from either or all of the officers and employees
                  of the corporation for the faithful performance of their
                  duties and good conduct while in office.

Section 13.       Compensation of Directors. Directors, as such shall be
                  entitled to receive compensation for their service as
                  Directors and such fees and expenses, if any, for attendance
                  at each regular or special meeting of the Board and any
                  adjournments thereof, as may be fixed from time to time by
                  resolution of the Board, and such fees and expenses shall be
                  payable even though an adjournment be had because of the
                  absence of a quorum; provided, however, that nothing herein


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                  contained shall be construed to preclude any director from
                  serving the corporation in any other capacity and receiving
                  compensation therefor. Members of either standing or special
                  committees may be allowed such compensation as may be provided
                  from time to time by resolution of the Board for serving upon
                  and attending meetings of such committees.

Section 14.       Advisory Directors. The Board of Directors of the corporation
                  may at its annual meeting, or from time to time thereafter,
                  appoint any individual to serve as a member of an Advisory
                  Board of Directors of the corporation. Any individual
                  appointed to serve as a member of an Advisory Board of
                  Directors of the corporation shall be entitled to attend all
                  meetings of the Board of Directors and may participate in any
                  discussion thereat, but such individual may not vote at any
                  meeting of the Board of Directors or be counted in determining
                  a quorum for such meeting. It shall be the duty of members of
                  the Advisory Board of Directors of the corporation to advise
                  and provide general policy advice to the Board of Directors of
                  the corporation at such times and places and in such groups
                  and committees as may be determined from time to time by the
                  Board of Directors, but such individuals shall not have any
                  responsibility or be subject to any liability imposed upon a
                  director or in any manner otherwise deemed a director. The
                  same compensation paid to directors for their services as
                  directors shall be paid to members of an Advisory Board of
                  Directors of the corporation for their services as advisory
                  directors. Each member of the Advisory Board of Directors
                  except in the case of his earlier death, resignation,
                  retirement, disqualification or removal, shall serve until the
                  next succeeding annual meeting of the Board of Directors and
                  thereafter until his successor shall have been appointed.

Section 15.       Emeritus Directors. When a member of the Board of Directors or
                  the Advisory Board of Directors of the corporation, as the
                  case may be: (a) attains seventy (70) years of age or, (b)
                  prior to his attainment of seventy (70) years of age, retires
                  from his principal occupation, under the retirement policy and
                  criteria established from time to time by the Board of
                  Directors of the corporation (except for a member of the Board
                  of Directors or the Advisory Board of Directors of the
                  corporation: (1) who is, upon the attainment of age seventy
                  (70), then serving as an executive officer of the corporation;
                  or (2) who was sixty (60) years of age on June 14, 1973), such
                  director shall automatically, at his option, either (i) retire
                  from the Board of Directors or the Advisory Board of Directors
                  of the corporation, as the case may be; or (ii) be appointed
                  as a member of the Emeritus Board of Directors of the
                  corporation. A member of the Board of Directors or the
                  Advisory Board of Directors of the corporation: (1) who is,
                  upon the attainment of age seventy (70), then serving as an
                  executive officer of the corporation; or (2) who was sixty
                  (60) years of age on June 14, 1973, may, at his option,
                  either: (a) continue his service as a member of the Board of
                  Directors or the Advisory Board of Directors of the
                  corporation, as the case may be; or (b) be appointed as a
                  member of the Emeritus Board of Directors of the corporation.
                  Members of the Emeritus Board of Directors of the corporation
                  shall be appointed annually by the Chairman of the Board of
                  Directors of the corporation at the Annual Meeting of the
                  Board of Directors of the corporation, or from time to time
                  thereafter. Each member of the Emeritus Board of Directors of
                  the corporation, except in the case of his earlier death,
                  resignation, retirement, disqualification or removal, shall
                  serve until the next succeeding Annual Meeting of the Board of
                  Directors of the corporation. Any individual appointed as a
                  member of the Emeritus Board of Directors of the corporation
                  may, but shall not be required to, attend meetings of the
                  Board of Directors of the corporation and may participate in
                  any discussions thereat, but such individual may not vote at
                  any meeting of the Board of Directors of the corporation or be
                  counted in determining a quorum at any meeting of the Board of
                  Directors of the corporation, as provided in Section 5 of
                  Article III of the bylaws of the corporation. It shall be the
                  duty of the members of the Emeritus Board of Directors of the
                  corporation to serve as goodwill ambassadors of the
                  corporation, but such individuals shall not have any
                  responsibility or be subject to any liability imposed upon a
                  member of the Board of Directors of the corporation or in any
                  manner otherwise be deemed to be a member of the Board of
                  Directors of the corporation. Each member of the Emeritus
                  Board of Directors of the corporation shall be paid such
                  compensation as may be set from time to time by the Chairman
                  of the Board of Directors of the corporation and shall remain
                  eligible to participate in any Director Stock Purchase Plan
                  maintained by, or participated in, from time to time by the
                  corporation according to the terms and conditions thereof.


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<PAGE>



                                   ARTICLE IV.
                                    OFFICERS

Section 1.        Selection. The Board of Directors at each annual meeting shall
                  elect or appoint a President (who shall be a Director), a
                  Secretary and a Treasurer, each to serve for the ensuing year
                  and until his successor is elected and qualified, or until his
                  earlier resignation, removal from office, or death. The Board
                  of Directors, at such meeting, may or may not, in the
                  discretion of the Board, elect a Chairman of the Board, one or
                  more Vice Chairmen of the Board, one or more Vice Chairmen of
                  the corporation, one or more Chairmen of the Board-Emeritus
                  and/or one or more Vice Presidents and, also may elect or
                  appoint one or more Assistant Vice Presidents and/or one or
                  more Assistant Secretaries and/or one or more Assistant
                  Treasurers. When more than one Vice President is elected, they
                  may, in the discretion of the Board, be designated Executive
                  Vice President, First Vice President, Second Vice President,
                  etc., according to seniority or rank, and any person may hold
                  two or more offices, except that the President shall not also
                  serve as the Secretary.

Section 2.        Removal, Vacancies. Any officers of the corporation may be
                  removed from office at any time by the Board of Directors,
                  with or without cause. Any vacancy occurring in any office of
                  the corporation may be filled by the Board of Directors.

Section 3.        Chairman of the Board. The Chairman of the Board of Directors,
                  when and if elected, shall, whenever present, preside at all
                  meetings of the Board of Directors and at all meetings of the
                  shareholders. The Chairman of the Board of Directors shall
                  have all the powers of the President in the event of his
                  absence or inability to act, or in the event of a vacancy in
                  the office of the President. The Chairman of the Board of
                  Directors shall confer with the President on matters of
                  general policy affecting the business of the corporation and
                  shall have, in his discretion, power and authority to
                  generally supervise all the affairs of the corporation and the
                  acts and conduct of all the officers of the corporation, and
                  shall have such other duties as may be conferred upon the
                  Chairman of the Board by the Board of Directors.

Section 4.        President. If there be no Chairman of the Board or Vice
                  Chairman of the Board elected, or in their absence, the
                  President shall preside at all meetings of the Board of
                  Directors and at all meetings of the shareholders. The
                  immediate supervision of the affairs of the corporation shall
                  be vested in the President. It shall be his duty to attend
                  constantly to the business of the corporation and maintain
                  strict supervision over all of its affairs and interests. He
                  shall keep the Board of Directors fully advised of the affairs
                  and condition of the corporation, and shall manage and operate
                  the business of the corporation pursuant to such policies as
                  may be prescribed from time to time by the Board of Directors.
                  The President shall, subject to approval of the Board and/or
                  Compensation Committee, hire and fix the compensation of all
                  employees and agents of the corporation, other than officers,
                  and any person thus hired shall be removable at his pleasure.

Section 5.        Vice President. Any Vice President of the corporation may be
                  designated by the Board of Directors to act for and in the
                  place of the President in the event of sickness, disability or
                  absence of said President or the failure of said President to
                  act for any reason, and when so designated, such Vice
                  President shall exercise all the powers of the President in
                  accordance with such designation. The Vice Presidents shall
                  have such duties as may be required of, or assigned to, them
                  by the Board of Directors, the Chairman of the Board or the
                  President.

Section 6.        Secretary. It shall be the duty of the Secretary to keep a
                  record of the proceedings of all meetings of the shareholders
                  and Board of Directors; to keep the stock records of the
                  corporation; to notify the shareholders and Directors of
                  meetings as provided by these bylaws; and to perform such
                  other duties as may be prescribed by the Chairman of the
                  Board, President or Board of Directors. Any Assistant
                  Secretary, if elected, shall perform the duties of the
                  Secretary during the absence or disability of the Secretary
                  and shall perform such other duties as may be prescribed by
                  the Chairman of the Board, President, Secretary or Board of
                  Directors.


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<PAGE>


Section 7.        Treasurer. The Treasurer shall keep, or cause to be kept, the
                  financial books and records of the corporation, and shall
                  faithfully account for its funds. He shall make such reports
                  as may be necessary to keep the Chairman of the Board, the
                  President and Board of Directors fully informed at all times
                  as to the financial condition of the corporation, and shall
                  perform such other duties as may be prescribed by the Chairman
                  of the Board, President or Board of Directors. Any Assistant
                  Treasurer, if elected, shall perform the duties of the
                  Treasurer during the absence or disability of the Treasurer,
                  and shall perform such other duties as may be prescribed by
                  the Chairman of the Board, President, Treasurer or Board of
                  Directors.

                                   ARTICLE V.
                                 CONTRACTS, ETC.

Section 1.        Contracts, Deeds and Loans. All contracts, deeds, mortgages,
                  pledges, promissory notes, transfers and other written
                  instruments binding upon the corporation shall be executed on
                  behalf of the corporation by the Chairman of the Board, if
                  elected, the President, or by such other officers or agents as
                  the Board of Directors may designate from time to time. Any
                  such instrument required to be given under the seal of the
                  corporation may be attested by the Secretary or Assistant
                  Secretary of the corporation.

Section 2.        Proxies. The Chairman of the Board, any Vice Chairman of the
                  Board, any Vice Chairman of the corporation, the President,
                  any Executive Vice President, Secretary or Treasurer of the
                  corporation shall have full power and authority, on behalf of
                  the corporation, to attend and to act and to vote at any
                  meetings of the shareholders, bond holders or other security
                  holders of any corporation, trust or association in which the
                  corporation may hold securities, and at and in connection with
                  any such meeting shall possess and may exercise any and all of
                  the rights and powers incident to the ownership of such
                  securities and which as owner thereof the corporation might
                  have possessed and exercised if present, including the power
                  to execute proxies and written waivers and consents in
                  relation thereto. In the case of conflicting representation at
                  any such meeting, the corporation shall be represented by its
                  highest ranking officer, in the order first above stated.
                  Notwithstanding the foregoing, the Board of Directors may, by
                  resolution, from time to time, confer like powers upon any
                  other person or persons.

                                   ARTICLE VI.
                                CHECKS AND DRAFTS

         Checks and drafts of the corporation shall be signed by such officer or
officers or such other employees or persons as the Board of Directors may from
time to time designate.

                                  ARTICLE VII.
                                      STOCK

Section 1.        Certificates of Stock. Shares of capital stock of the
                  corporation shall be issued in certificate or book-entry form.
                  Certificates shall be numbered consecutively and entered into
                  the stock book of the corporation as they are issued. Each
                  certificate shall state on its face the fact that the
                  corporation is a Georgia corporation, the name of the person
                  to whom the shares are issued, the number and class of shares
                  (and series, if any) represented by the certificate and their
                  par value, or a statement that they are without par value. In
                  addition, when and if more than one class of shares shall be
                  outstanding, all share certificates of whatever class shall
                  state that the corporation will furnish to any shareholder
                  upon request and without charge a full statement of the
                  designations, relative rights, preferences and limitations of
                  the shares of each class authorized to be issued by the
                  corporation.

Section 2.        Signature; Transfer Agent; Registrar. Share certificates shall
                  be signed by the President or Vice President and by the
                  Treasurer or an Assistant Treasurer, or the Secretary or an
                  Assistant Secretary of the corporation, and shall bear the
                  seal of the corporation or a facsimile thereof. The Board of
                  Directors may from time to time appoint transfer agents and
                  registrars for the shares of capital stock of the corporation
                  or any class thereof, and when any share certificate is
                  countersigned by a transfer agent or registered by a
                  registrar, the signature of any officer of the corporation
                  appearing thereon may be a facsimile signature. In case any


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<PAGE>


                  officer who signed, or whose facsimile signature was placed
                  upon, any such certificate shall have died or ceased to be
                  such officer before such certificate is issued, it may
                  nevertheless be issued with the same effect as if he continued
                  to be such officer on the date of issue.

Section 3.        Stock Book. The corporation shall keep at its principal
                  office, or at the office of its transfer agent, wherever
                  located, with a copy at the principal office of the
                  corporation, a book, to be known as the stock book of the
                  corporation, containing in alphabetical order the name of each
                  shareholder of record, together with his address, the number
                  of shares of each kind, class or series of stock held by him
                  and his social security number. The stock book shall be
                  maintained in current condition. The stock book, including the
                  share register, or the duplicate copy thereof maintained at
                  the principal office of the corporation, shall be available
                  for inspection by any shareholder at any meeting of the
                  shareholders upon request and shall also be made available for
                  inspection and copying upon the request of any shareholder
                  owning in excess of 2% of the corporation's common stock,
                  which request must be made in accordance with the provisions
                  of Section 14-2-1602 of the Official Code of Georgia
                  Annotated, as amended. The information contained in the stock
                  book and share register may be stored on punch cards, magnetic
                  tape, or any other approved information storage devices
                  related to electronic data processing equipment, provided that
                  any such method, device, or system employed shall first be
                  approved by the Board of Directors, and provided further that
                  the same is capable of reproducing all information contained
                  therein, in legible and understandable form, for inspection by
                  shareholders or for any other proper corporate purpose.

Section 4.        Transfer of Stock; Registration of Transfer. The stock of the
                  corporation shall be transferred only by surrender of the
                  certificate and transfer upon the stock book of the
                  corporation. Upon surrender to the corporation, or to any
                  transfer agent or registrar for the class of shares
                  represented by the certificate surrendered, of a certificate
                  properly endorsed for transfer, accompanied by such assurances
                  as the corporation, or such transfer agent or registrar, may
                  require as to the genuineness and effectiveness of each
                  necessary endorsement and satisfactory evidence of compliance
                  with all applicable laws relating to securities transfers and
                  the collection of taxes, it shall be the duty of the
                  corporation, or such transfer agent or registrar, to issue a
                  new certificate, cancel the old certificate and record the
                  transactions upon the stock book of the corporation.

Section 5.        Registered Shareholders. Except as otherwise required by law,
                  the corporation shall be entitled to treat the person
                  registered on its stock book as the owner of the shares of the
                  capital stock of the corporation as the person exclusively
                  entitled to receive notification, dividends or other
                  distributions, to vote and to otherwise exercise all the
                  rights and powers of ownership and shall not be bound to
                  recognize any adverse claim.

Section 6.        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 to express consent
                  to or dissent from any proposal without a meeting, or for the
                  purpose of determining shareholders entitled to receive
                  payment of any dividend or the allotment of any rights, or for
                  the purpose of any other action affecting the interests of
                  shareholders, the Board of Directors may fix, in advance, a
                  record date. Such date shall not be more than seventy (70) nor
                  less than ten (10) days before the date of any such meeting
                  nor more than seventy (70) days prior to any other action. In
                  each case, except as otherwise provided by law, only such
                  persons as shall be shareholders of record on the date so
                  fixed shall be entitled to notice of and to vote at such
                  meeting and any adjournment thereof, to express such consent
                  or dissent, or to receive payment of such dividend or such
                  allotment of rights, or otherwise be recognized as
                  shareholders for any other related purpose, notwithstanding
                  any registration of a transfer of shares on the stock book of
                  the corporation after any such record date so fixed.

Section 7.        Lost Certificates. When a person to whom a certificate of
                  stock has been issued alleges it to have been lost, destroyed
                  or wrongfully taken, and if the corporation, transfer agent or
                  registrar is not on notice that such certificate has been
                  acquired by a bona fide purchaser, a new certificate may be
                  issued upon such owner's compliance with all of the following
                  conditions, to-wit: (a) He shall file with the Secretary of
                  the corporation, and the transfer agent or the registrar, his
                  request for the issuance of a new certificate, with an
                  affidavit setting forth the time, place and circumstances of
                  the loss; (b) He shall also file with the Secretary, and the


                                       11
<PAGE>


                  transfer agent or the registrar, a bond with good and
                  sufficient security acceptable to the corporation and the
                  transfer agent or the registrar, or other agreement of
                  indemnity acceptable to the corporation and the transfer agent
                  or the registrar, conditioned to indemnify and save harmless
                  the corporation and the transfer agent or the registrar from
                  any and all damage, liability and expense of every nature
                  whatsoever resulting from the corporation's or the transfer
                  agent's or the registrar's issuing a new certificate in place
                  of the one alleged to have been lost; and (c) He shall comply
                  with such other reasonable requirements as the Chairman of the
                  Board, the President or the Board of Directors of the
                  corporation, and the transfer agent or the registrar shall
                  deem appropriate under the circumstances.

Section 8.        Replacement of Mutilated Certificates. A new certificate may
                  be issued in lieu of any certificate previously issued that
                  may be defaced or mutilated upon surrender for cancellation of
                  a part of the old certificate sufficient in the opinion of the
                  Secretary and the transfer agent or the registrar to duly
                  identify the defaced or mutilated certificate and to protect
                  the corporation and the transfer agent or the registrar
                  against loss or liability. Where sufficient identification is
                  lacking, a new certificate may be issued upon compliance with
                  the conditions set forth in Section 7 of this Article VII.

                                  ARTICLE VIII.
                        INDEMNIFICATION AND REIMBURSEMENT

         Subject to any express limitations imposed by applicable law, every
person now or hereafter serving as a director, officer, employee or agent of the
corporation and all former directors and officers, employees or agents shall be
indemnified and held harmless by the corporation from and against the obligation
to pay a judgment, settlement, penalty, fine (including an excise tax assessed
with respect to an employee benefit plan), and reasonable expenses (including
attorneys' fees and disbursements) that may be imposed upon or incurred by him
or her in connection with or resulting from any threatened, pending, or
completed, action, suit, or proceeding, whether civil, criminal, administrative,
investigative, formal or informal, in which he or she is, or is threatened to be
made, a named defendant or respondent: (a) because he or she is or was a
director, officer, employee, or agent of the corporation; (b) because he or she
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee, or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise; or (c) because he or
she is or was serving as an employee of the corporation who was employed to
render professional services as a lawyer or an accountant to the corporation;
regardless of whether such person is acting in such a capacity at the time such
obligation shall have been imposed or incurred, if (i) such person acted in a
manner he or she believed in good faith to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal proceeding, if
such person had no reasonable cause to believe his or her conduct was unlawful
or (ii), with respect to an employee benefit plan, such person believed in good
faith that his or her conduct was in the interests of the participants in and
beneficiaries of the plan.

         Reasonable expenses incurred in any proceeding shall be paid by the
corporation in advance of the final disposition of such proceeding if authorized
by the Board of Directors in the specific case, or if authorized in accordance
with procedures adopted by the Board of Directors, upon receipt of a written
undertaking executed personally by or on behalf of the director, officer,
employee, or agent to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the corporation, and a
written affirmation of his or her good faith belief that he or she has met the
standard of conduct required for indemnification.

         The foregoing rights of indemnification and advancement of expenses
shall not be deemed exclusive of any other right to which those indemnified may
be entitled, and the corporation may provide additional indemnity and rights to
its directors, officers, employees or agents to the extent they are consistent
with law.

         The provisions of this Article VIII shall cover proceedings whether now
pending or hereafter commenced and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. In the
event of death of any person having a right of indemnification or advancement of
expenses under the provisions of this Article VIII, such right shall inure to
the benefit of his or her heirs, executors, administrators and personal
representatives. If any part of this Article VIII should be found to be invalid
or ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.


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<PAGE>


                                   ARTICLE IX.
            MERGERS, CONSOLIDATIONS AND OTHER DISPOSITIONS OF ASSETS

         The affirmative vote of the shareholders of the corporation
representing at least 66 2/3% of the votes entitled to be cast by the holders of
all of the issued and outstanding shares of common stock of the corporation
shall be required to approve any merger or consolidation of the corporation with
or into any corporation, and the sale, lease, exchange or other disposition of
all, or substantially all, of the assets of the corporation to or with any other
corporation, person or entity, with respect to which the approval of the
corporation's shareholders is required by the provisions of the corporate laws
of the State of Georgia. This Article shall not be altered, deleted or
rescinded except upon the affirmative vote of the shareholders representing at
least 66 2/3% of the votes entitled to be cast by the holders of all of the
issued and outstanding shares of common stock of the corporation.

                                   ARTICLE X.
              CRITERIA FOR CONSIDERATION OF TENDER OR OTHER OFFERS

Section 1.        Factors to Consider. The Board of Directors of the corporation
                  may, if it deems it advisable, oppose a tender or other offer
                  for the corporation's securities, whether the offer is in cash
                  or in the securities of a corporation or otherwise. When
                  considering whether to oppose an offer, the Board of Directors
                  may, but is not legally obligated to, consider any pertinent
                  issues; by way of illustration, but not of limitation, the
                  Board of Directors may, but shall not be legally obligated to,
                  consider any or all of the following:

                           (i)      whether the offer price is acceptable based
                  on the historical and present operating results or financial
                  condition of the corporation;

                           (ii)     whether a more favorable price could be
                  obtained for the corporation's securities in the future;

                           (iii)    the impact which an acquisition of the
                  corporation would have on the employees, depositors and
                  customers of the corporation and its subsidiaries and the
                  communities which they serve;

                           (iv)     the reputation and business practices of the
                  offeror and its management and affiliates as they would affect
                  the employees, depositors and customers of the corporation and
                  its subsidiaries and the future value of the corporation's
                  stock;

                           (v)      the value of the securities, if any, that
                  the offeror is offering in exchange for the corporation's
                  securities, based on an analysis of the worth of the
                  corporation as compared to the offeror or any other entity
                  whose securities are being offered; and

                           (vi)     any antitrust or other legal or regulatory
                  issues that are raised by the offer.

Section 2.        Appropriate Actions. If the Board of Directors determines
                  that an offer should be rejected, it may take any lawful
                  action to accomplish its purpose including, but not limited
                  to, any or all of the following: (i) advising shareholders not
                  to accept the offer; (ii) litigation against the offeror;
                  (iii) filing complaints with governmental and regulatory
                  authorities; (iv) acquiring the corporation's securities; (v)
                  selling or otherwise issuing authorized but unissued
                  securities of the corporation or treasury stock or granting
                  options or rights with respect thereto; (vi) acquiring a
                  company to create an antitrust or other regulatory problem for
                  the offeror; and (vii) soliciting a more favorable offer from
                  another individual or entity.

                                   ARTICLE XI.
                                    AMENDMENT

         Except as otherwise specifically provided herein, the bylaws of the
corporation may be altered, amended or added to by the affirmative vote of the
shareholders of the corporation representing 66 2/3% of the votes entitled to be


                                       13
<PAGE>


cast by the holders of all of the issued and outstanding shares of common stock
of the corporation present and voting therefor at a shareholders' meeting or,
subject to such limitations as the shareholders may from time to time prescribe,
by a majority vote of all the Directors then holding office at any meeting of
the Board of Directors.



                                       14