EXHIBIT 2.5
                                                                     -----------

                          AGREEMENT AND PLAN OF MERGER


     THIS  AGREEMENT  AND PLAN OF MERGER (the "Agreement") is entered into as of
the  26th  day  of  September,  2001,  by  and  among  PAB  BANKSHARES,  INC., a
corporation  organized  under  the  laws  of  the State of Georgia (the "Holding
Company"),  THE  PARK  AVENUE  BANK,  a Georgia financial institution and wholly
owned  subsidiary  of  the  Holding  Company ("Park Avenue"), and EAGLE BANK AND
TRUST,  a  Georgia  financial  institution  and  wholly  owned subsidiary of the
Holding  Company.

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, Park Avenue is a financial institution duly organized and existing
under  the  laws  of  the State of Georgia, having its registered office at 3102
North  Oak  Street  Extension,  Valdosta,  Georgia,  Lowndes  County;  and

     WHEREAS,  Park  Avenue  has  authorized  capital stock consisting of 50,000
shares, $10.00 par value per share, of which 50,000 shares have been duly issued
and  are outstanding (the "Park Avenue Common Stock"), and all of which are held
by  the  Holding  Company  as  of  the  date  of  this  Agreement;  and

     WHEREAS, Eagle Bank and Trust is a financial institution duly organized and
existing under the laws of the State of Georgia, having its registered office at
335  South  Main  Street,  Statesboro,  Georgia,  Bulloch  County;  and

     WHEREAS,  Eagle  has  authorized capital stock consisting of     10,000,000
shares, $5.00 par value per share, of which 400,000 shares have been duly issued
and are outstanding (the "Eagle Common Stock"), and all of which are held by the
Holding  Company  as  of  the  date  of  this  Agreement;  and


<PAGE>
     WHEREAS,  the  Boards  of  Directors  of  each  of  Park  Avenue  and Eagle
(collectively,  the "Constituent Banks") have deemed it advisable to merge Eagle
with  and into Park Avenue (the "Merger") and, by resolutions duly adopted, have
approved  the  Merger  on  the  terms  and  conditions  hereinafter set forth in
accordance  with the laws of the State of Georgia which permit such a Merger and
have  directed that the Agreement be submitted to the respective shareholders of
Park  Avenue  and  Eagle;  and

     WHEREAS,  the  Holding  Company  is the sole shareholder of Park Avenue and
Eagle  and believes it is in the best interest of each of them to enter into the
Merger,  and  the Board of Directors of the Holding Company, by resolutions duly
adopted, has approved the Merger, and the Holding Company has agreed to be bound
thereby;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  of  the mutual
agreements,  covenants and conditions hereinafter contained, and for the purpose
of  stating  the  method,  terms  and  conditions  of  the Merger, the manner of
carrying  the  same  into  effect  and  such other details and provisions as are
deemed desirable, the parties hereto have agreed and do hereby agree, subject to
the  terms  and  conditions  hereinafter  set  forth,  as  follows:

                                    ARTICLE I

     Subject  to  the terms and upon satisfaction of all requirements of law and
the conditions specified in this Agreement, including receipt of the approval of
the Georgia Department of Banking and Finance, the Federal Reserve and any other
state  or  federal  regulatory  agency, the Merger shall become effective on the
date  that the Secretary of State of Georgia shall issue a certificate of merger
with respect thereto in accordance with the provisions of Section 7-1-536 of the
Financial Institutions Code of Georgia (the "Effective Date"), at which time the
separate  existence  of Eagle shall cease and Eagle shall be merged, pursuant to
Sections  7-1-530  et.  seq.  of
                   --   ---


                                        2
<PAGE>
the  Financial  Institutions  Code  of  Georgia  (the "FICG") with and into Park
Avenue,  which  shall  continue  its  corporate  existence  and be the financial
institution surviving the Merger (the "Resulting Bank"). The Merger shall become
effective  upon  the  Effective  Date  pursuant  to Section 7-1-536 of the FICG.

                                   ARTICLE II

     The  name  of the Resulting Bank shall be "The Park Avenue Bank," a Georgia
financial  institution.

                                  ARTICLE III

     The  Resulting  Bank shall be governed by the laws of the State of Georgia.
On  the  Effective  Date,  the existing Articles of Incorporation of Park Avenue
shall  be  the  Articles  of  Incorporation  of the Resulting Bank until further
amended in the manner provided by law.  The purposes and powers of the Resulting
Bank  shall  be as set forth in the currently existing Articles of Incorporation
of  Park  Avenue  until  further  amended  in  the  manner  provided  by  law.

                                   ARTICLE IV

     On  the  Effective  Date,  the  existing Bylaws of Park Avenue shall be the
Bylaws  of  the  Resulting  Bank,  until  the  same shall thereafter be altered,
amended  or  repealed  in  accordance  with  applicable  law,  the  Articles  of
Incorporation  and  said  Bylaws.

                                    ARTICLE V

     On  the  Effective Date, the persons who are the directors and the officers
of  Park  Avenue  immediately prior to the Effective Date shall be the directors
and  officers  of  the  Resulting  Bank  and  shall serve until their respective
successors  are  elected  or  appointed  pursuant to the Bylaws of the Resulting
Bank.  If on the Effective Date a vacancy exists, it may thereafter be filled in
the  manner  provided  by  the  Bylaws  of  the  Resulting  Bank.


                                        3
<PAGE>
                                   ARTICLE VI

     The  manner  of  carrying into effect the Merger provided in this Agreement
shall  be  as  follows:

          Prior  to the Merger, all outstanding shares of Eagle Common Stock are
     owned  by  the  Holding Company. On the Effective Date, each share of Eagle
     Common  Stock  issued  and  outstanding  shall  be  retired,  canceled  and
     extinguished.

                                   ARTICLE VII

     On the Effective Date, all of the assets, liabilities, equity, reserves and
accounts  of  Eagle  shall be transferred by Eagle to Park Avenue.  From time to
time  as  and  when  requested  by  the  Resulting Bank, or by its successors or
assigns,  Eagle  shall execute and deliver or cause to be executed and delivered
all  such other instruments and shall take or cause to be taken all such further
or  other  actions as the Resulting Bank, or its successors or assigns, may deem
necessary or desirable in order to vest in and confirm to the Resulting Bank and
its  successors and assigns title to and possession of all the property, rights,
trusts,  privileges,  powers,  duties,  obligations,  licenses and franchises of
Eagle  and  otherwise  to  carry  out the intent and purposes of this Agreement.

                                  ARTICLE VIII

     On  the  Effective  Date,  the  assets,  liabilities,  equity, reserves and
accounts  of  the  Constituent  Banks  shall  be  recorded  on  the books of the
Resulting Bank at the amounts at which they, respectively, shall then be carried
on  the  books  of  said  Constituent  Banks,  subject  to  such  adjustments or
eliminations of intercompany items as may be appropriate in giving effect to the
Merger.


                                        4
<PAGE>
                                   ARTICLE IX

     Notwithstanding  anything  herein  or  elsewhere  to  the  contrary,  this
Agreement  may be terminated and abandoned by Eagle, Park Avenue and the Holding
Company  by  appropriate  resolution  of any of their Boards of Directors at any
time  prior  to  the  Effective  Date  of  the  Merger.

                                    ARTICLE X

     At  any  time  before or after approval and adoption by the respective sole
shareholders  of  Park Avenue and Eagle, this Agreement may be modified, amended
or  supplemented  by  additional  agreements, articles or certificates as may be
determined  in the judgment of the respective Boards of Directors of the parties
hereto  to  be necessary, desirable or expedient to further the purposes of this
Agreement,  to  clarify  the  intention  of the parties, to add to or modify the
covenants,  terms  or conditions contained herein or to effectuate or facilitate
any  governmental  approval  of  the  Merger  or this Agreement, or otherwise to
effectuate  or  facilitate  the  consummation  of  the transactions contemplated
hereby.

                                   ARTICLE XI

     This  Agreement  may  be  executed  simultaneously  in  any  number  of
counterparts,  each of which shall be deemed an original, but all of which shall
constitute  one  and  the  same  instrument.


                                        5
<PAGE>
     IN  WITNESS  WHEREOF, each of the Constituent Banks and the Holding Company
have  caused  this  Agreement  to  be  signed  in its corporate name by its duly
authorized  officers  all  as  of  the  date  first  above  written.


                               THE  PARK  AVENUE  BANK


                               By:    /s/  William  S.  Cowart
                                  ----------------------------------------------
                                  William  S.  Cowart,  President



                               Attest:  /s/  Arabi  Hall
                                      ------------------------------------------
                                      Arabi  Hall,  Asst.  Secretary

                               [BANK  SEAL]



                               EAGLE  BANK  AND  TRUST


                               By:    /s/  Gary  L.  Johnson
                                  ----------------------------------------------
                                  Gary  L.  Johnson,  President



                               Attest:  /s/  Gay  Dailey
                                      ------------------------------------------
                                      Gay  Dailey,  Secretary

                               [BANK  SEAL]


                                        6
<PAGE>
                   [Signatures Continued from Preceding Page]


                               PAB  BANKSHARES,  INC.


                               By:    /s/  R.  Bradford  Burnette
                                  ----------------------------------------------
                                  R.  Bradford  Burnette,  President  and
                                  Chief  Executive  Officer


                               Attest:  /s/  Denise  McKenzie
                                      ------------------------------------------
                                      Denise  McKenzie,  Secretary

                               [CORPORATE  SEAL]


                                        7
<PAGE>