<PAGE>

              AMENDED AND RESTATED BYLAWS OF COMMUNITY TRUST BANK


                                  ARTICLE ONE

                                    Offices

1.1   Registered Office.   The bank shall maintain a registered office in the
      -----------------
county in the State of Georgia where the bank is authorized to conduct its
general business.  Unless the Board of Directors designates otherwise, the
bank's main office shall be the registered office.

1.2   Other Offices.   In addition to its registered office, the bank also may
      -------------
have offices at such other place or places as the Board of Directors may from
time to time select, or as the business of the bank may require or make
desirable, subject to the banking laws of this State.

                                  ARTICLE TWO

                             Shareholders' Meetings

2.1   Place of Meetings.   Meetings of the shareholders of the bank may be held
      -----------------
at any place within the State of Georgia, as set forth in the notice thereof,
or, in the event of a meeting held pursuant to waiver of notice, as set forth in
the waiver, or, if no place is so specified, at the registered office of the
bank.

2.2   Annual Meetings.   The annual meeting of shareholders of the bank shall be
      ---------------
held within the initial 120 days of each calendar year for the purpose of
electing directors and transacting any and all business that may properly come
before the meeting.  The Board of Directors may postpone any annual meeting, for
not more than seven (7) days, for cause upon not less than ten (10) days written
notice to all shareholders.

2.3   Substitute Annual Meeting.  If the annual meeting is not held on the day
      -------------------------
designated in Section 2.2, any business, including the election of directors,
which might properly have been acted upon at that meeting, may be transacted at
any subsequent shareholders' meeting held pursuant to these bylaws or held
pursuant to a court order requiring a substitute annual meeting.

2.4   Special Meetings.  Special meetings of shareholders or a special meeting
      ----------------
in lieu of the annual meeting of shareholders shall be called by the bank upon
the written request of the holders of twenty-five percent (25%) or more of all
the outstanding shares of capital stock of the bank entitled to vote in an
election of directors.  Special meetings of the shareholders or a special
meeting in lieu of the annual meeting of shareholders may be called at any time
by the President, Chairman of the Board, or the Board of Directors.

2.5   Notice of Meetings.  Unless waived as contemplated in Section 5.2, or by
      ------------------
attendance at the meeting, either in person or by proxy, for any purpose other
than to object to the transaction of business, a written or printed notice of
<PAGE>

each shareholders' meeting stating the place, day and hour of the meeting shall
be delivered not less than ten (10) days, nor more than fifty (50) days before
the date thereof, either personally, by mail, or by telegram, charges prepaid by
or at the direction of the President, the Secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting. In the case of an annual or substitute annual meeting, the notice of
the meeting need not state the purpose or purposes of the meeting unless the
purpose or purposes constitute a matter which the Financial Institutions Code of
Georgia requires to be stated in the notice of the meeting. In the case of a
special meeting, the notice of the meeting shall state the specific topics of
the business to be transacted.

2.6   Quorum.  At all meetings of the shareholders, the presence in person or by
      ------
proxy of the holders of more than one-half of the shares outstanding and
entitled to vote shall constitute a quorum. If a quorum is present, a majority
of the shares represented at the meeting and entitled to vote on the subject
matter shall determine any matter coming before the meeting unless a different
vote is required by the Financial Institutions Code of Georgia, by the Articles
of Incorporation of the bank or by these bylaws. The shareholders at a meeting
at which a quorum is once present may continue to transact business at the
meeting or at any adjournment thereof, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. If a meeting cannot be organized for
lack of a quorum, those shareholders present may adjourn the meeting to such
time and place as they may determine. It shall not be necessary to give any
notice of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken. If,
however, after the adjournment the Board of Directors fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record on the new record date entitled to vote at such
meeting. In the case of a meeting for the election of directors which is twice
adjourned for lack of a quorum, those present at the second of such adjourned
meetings, of which notice has been given in writing to shareholders, shall
constitute a quorum for the election of directors without regard to the other
quorum requirements of the Financial Institutions Code of Georgia, the Articles
of Incorporation of the bank, or these bylaws.

2.7   Voting of Shares.  Each outstanding share having voting rights shall be
      ----------------
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. Voting on all matters shall be by voice vote or by show of hands
unless any qualified voter, prior to the voting on any matter, demands a vote by
ballot, in which case each ballot shall state the name of the shareholder voting
and the number of shares voted by him, and if such ballot is cast by proxy, it
shall also state the name of such proxy.

2.8   Proxies.  A shareholder entitled to vote pursuant to Section 2.7 may vote
      -------
in person or by proxy executed in writing by the shareholder or by his attorney
in fact. A proxy shall not be valid after eleven (11) months from the date of
its execution, unless a longer period is expressly stated therein. If the
validity of any proxy is questioned, it must be submitted to the secretary of
the shareholders' meeting for examination or to a proxy officer or committee
appointed by the person presiding at the meeting. The secretary of the meeting
or, if appointed, the proxy officer or committee, shall determine the validity
or invalidity of any proxy submitted and referenced by the secretary in the
minutes of the meeting as to the regularity of a proxy which shall be received
as prima facie evidence of the facts stated for the purpose of establishing the
presence of a quorum at such meeting and for all other purposes.

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2.9   Presiding Officer.  The Chairman of the Board of Directors or, in his
      -----------------
absence the Vice-Chairman of Board of Directors, or in his absence, the
President, shall serve as chairman of every shareholders' meeting.  The chairman
shall appoint such persons as he deems required to assist with the meeting.

2.10   Adjournments.  Any meeting of the shareholders, whether or not a quorum
       ------------
is present, may be adjourned by the holders of a majority of the voting shares
represented at the meeting to reconvene at a specific time and place.  Except as
otherwise provided by Section 2.6, it shall not be necessary to give any notice
of the reconvened meeting or of the business to be transacted, if the time and
place of the reconvened meeting are announced at the meeting which was
adjourned.  At any such reconvened meeting, any business may be transacted which
could have been transacted at the meeting which was adjourned.

2.11   Action of Shareholders Without a Meeting.  Any action required by the
       ----------------------------------------
Financial Institution Code of Georgia to be taken at a meeting of the
shareholders, or any action which may be taken at a meeting of the shareholders,
may be taken without a meeting if a written consent, setting forth the action so
taken, shall be signed by each of the shareholders entitled to vote with respect
to the subject matter thereof. Upon filing with the officer of the bank having
custody of its books and records, such consent shall have the same force and
effect as a unanimous vote of the shareholders at a special meeting called for
the purpose of considering the action authorized.

                                 ARTICLE THREE

                             The Board of Directors

3.1   General Powers.  The business and affairs of the bank shall be managed by
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the Board of Directors.  In addition to the powers and authority expressly
conferred upon it by these bylaws, the Board of Directors may exercise all such
powers of the bank and do all such lawful acts and things as are not by law, any
legal agreement among shareholders, the Articles of Incorporation, or these
bylaws directed or required to be exercised or done by the shareholders.

3.2   Requirements.  Each director of the bank shall be a United States citizen,
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and at least eighty percent (80%) of the directors shall reside in the State of
Georgia and in the county in which the registered office of the bank is located,
or within forty (40) miles of any office of the bank authorized to offer a
complete banking service.  Each director shall maintain on file with the Chief
Executive Officer of the bank a financial statement on forms prescribed by the
Department of Banking and Finance.  Such financial statements shall be revised
annually, but in no event shall the statement on file be more than eighteen
months old.  At the discretion of the Board of Directors, such financial
statements may be maintained in sealed envelopes available for inspection only
by State or Federal examiners.

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3.3   Number, Election and Term of Office.  The Board of Directors of the bank
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shall consist of not less than five (5), nor more than twelve (12) persons, with
the exact number within such minimum and maximum to be fixed and determined from
time to time by resolution of the Board of Directors, or by resolution of the
shareholders at any annual or special meeting of shareholders.  The Board of
Directors may increase or decrease the number of directors by not more than two
(2) in any one year, so long as such increase or decrease does not place the
number of directors at less than five (5), nor more than twelve (12).  Except as
provided in Section 3.6, the directors shall be elected by the affirmative vote
of a majority of the shares represented at the annual meeting of shareholders.
Each director, except in the case of his earlier death, resignation, retirement,
disqualification, or removal, shall serve until the next succeeding annual
meeting and thereafter until his successor shall have been elected and
qualified.  The Board of Directors shall consist of a maximum of two (2) bank
officers.

3.4   Oath of Directors.  Before assuming office, each director shall take an
      -----------------
oath or affirmation that he shall diligently and honestly perform his duties in
the administration of the bank, that he will not permit a willful violation of
laws by the bank and that he meets the eligibility requirements of the Financial
Institutions Code of Georgia, the bank's Articles of Incorporation and these
bylaws. Such oath or affirmation shall be signed by the director and shall be
placed into the minutes of the meetings of the Board of Directors.

3.5   Removal.  The entire Board of Directors or any individual director may be
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removed from office with or without cause by the affirmative vote of the holders
of a majority of the shares entitled to vote at an election of directors.  In
addition, the Board of Directors may remove a director from office if such
director is adjudicated an incompetent by a court, if he is convicted of a
felony, if he files for protection from creditors under bankruptcy laws, if he
does not, within sixty (60) days of his election, accept the office in writing
or by attendance at a meeting of the Board of Directors and fulfill any other
requirements for holding the office of director, or if he fails to attend
regular meetings of the Board of Directors for two (2) consecutive meetings
without having been excused by the Board of Directors.

3.6   Vacancies.  A vacancy occurring in the Board of Directors, whether caused
      ---------
by removal or otherwise and including vacancies resulting from an increase in
number of directors, may be filled for the unexpired term, and until the
shareholders shall have elected a successor, by the affirmative vote of a
majority of the directors remaining in office though less than a quorum of the
Board of Directors.

3.7   Compensation.  Directors and Directors Emeritus may receive such
      ------------
compensation for their services as directors as may from time to time be fixed
by vote of the Board of Directors. A director may also serve the bank in a
capacity other than that of director and receive compensation, as determined by
the Board of Directors, for services rendered in such other capacity. Provided,
however, no director shall be compensated from commissions derived from the sale
of credit related insurance (credit life, disability, accident and health
insurance, etc.) where premiums paid by a bank customer for such insurance are
financed by the bank as a part of the credit extended, or where purchase of the
insurance is a condition precedent to the granting of credit.

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<PAGE>

3.8   Committees of the Board of Directors.  The Board of Directors, by
      ------------------------------------
resolution adopted by a majority of the full Board of Directors, may designate
from among its members one or more committees, each consisting of three or more
directors.  Each committee shall have the authority of the Board of Directors in
regard to the business of the bank to the extent set forth in the resolution
establishing such committee, subject to the limitations set forth in State and
Federal laws and regulations.

3.9   Honorary and Advisory Directors.  When a Director of the bank attains the
      -------------------------------
age of seventy-five (75) or otherwise retires under the retirement policies of
the bank as established from time to time by the Board of Directors, such
director automatically shall become a Director Emeritus of the bank following
his retirement.  Any individual automatically becoming a Director Emeritus as
provided by this Section 3.9 may be compensated as provided in Section 3.7, but
such individual may not vote at any meeting of the Board of Directors or be
counted in determining a quorum as provided in Section 4.5 and shall not have
any responsibility or be subject to any liability imposed upon a director, or
otherwise be deemed a director.

                                  ARTICLE FOUR

                       Meetings of the Board of Directors

4.1   Regular Meetings.  An annual organizational meeting of the Board of
      ----------------
Directors shall be held on the day of and after the annual meeting of the
shareholders of the bank.  In the event the annual shareholders' meeting is not
held as provided by Sections 2.4 or 2.11, such organizational meeting shall be
held as herein provided for regular meetings.  In addition, regular meetings of
the Board of Directors shall be held on the third Monday of every month during
the calendar year except during the month in which the organizational meeting of
the Board of Directors is held. The Board of Directors and the President are
authorized to cancel not more than two of such regular meetings, excluding the
organizational meeting, during each calendar year.

4.2   Special Meetings.  Special meetings of the Board of Directors may be
      ----------------
called by or at the request of the President, Chairman of the Board, Vice-
Chairman of the board, or by any two directors in office at that time.

4.3   Place of Meetings.  Directors may hold their meetings at any place within
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(or without) the State of Georgia as the Board of Directors may from time to
time establish for regular meetings, or as set forth in the notice of special
meetings, or in the event of a meeting held pursuant to waiver of notice, as set
forth in the waiver.

4.4   Notice of Meetings.  No notice shall be required for any regularly
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scheduled meeting of the directors of the bank. Unless waived as contemplated in
Section 5.2, the President or Secretary of the bank, or any director thereof
shall give notice to each director of each special meeting stating the time,
place, and purposes of the meeting. Such notice shall be given by mailing notice
of the meeting at least five (5) days before the date of the meeting, or by
telephone, telegram, or personal delivery at least three (3) days before the
date of the meeting. Notice shall be deemed to have been given by telegram or
cablegram at the time notice is filed with the transmitting agency. Attendance

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by a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of business because the meeting is not lawfully called.

4.5   Quorum.  At meetings of the Board of Directors, more than one-half of the
      ------
directors then in office shall be necessary to constitute a quorum for the
transaction of business.

4.6   Vote Required for Action.  Except as otherwise provided in these bylaws,
      ------------------------
by the bank's Articles of Incorporation, or by law, the act of a majority of the
directors present at a meeting at which a quorum is present at the time shall be
the act of the Board of Directors.

4.7   Action by Directors Without a Meeting.  Any action which may be taken at
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any meeting of the Board of Directors, or at any meeting of a committee of
directors may be taken without a meeting if a written consent thereto shall be
signed by all directors, or all the members of the committee, as the case may
be, and if such written consent is filed with the minutes of the proceedings of
the Board or the committee.  Such consent shall have the same force and effect
as a unanimous vote of the Board of Directors or the committee.

                                  ARTICLE FIVE

                               Notice and Waiver

5.1   Procedure.  Whenever these bylaws require notice to be given to any
      ---------
shareholder or director, the notice shall be given as prescribed in Sections 2.5
or 4.4, whichever is applicable. Whenever notice is given to a shareholder or
director by mail, the notice shall be sent by first class mail by depositing the
same in a post office or letter box in a postage prepaid, sealed envelope,
addressed to the shareholder or director at his known address, and such notice
shall be deemed to have been given at the time the same is deposited in the
United States mail.

5.2   Waiver.  Except as limited by the Financial Institutions Code of Georgia,
      ------
whenever any notice is required to be given to any shareholder or director by
law, by the Articles of Incorporation, or these bylaws, a waiver thereof in
writing, signed by the director or shareholder entitled to such notice, or by
the proxy of such shareholder, whether before or after the meeting to which the
waiver pertains, shall be deemed equivalent thereto; provided, however, that no
such waiver shall apply by its terms to more than one required notice.

                                  ARTICLE SIX

                                    Officers

6.1   Number.  The officers of the bank shall consist of a President and a
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Secretary.  In addition, the Board of Directors may from time to time elect or
provide for the appointment of such other officers or assistant officers as it
deems necessary for the efficient management of the bank, or as shall otherwise
be required by law or regulation.  Any two or more offices may be held by the
same person, except the offices of President and Secretary.  The Board of
Directors shall have the power to establish and specify the duties for all
officers of the bank.

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<PAGE>

6.2   Election and Term.  All officers shall be elected by the Board of
      -----------------
Directors and shall serve at the will of the Board of Directors and until their
successors have been elected and have qualified, or until their earlier death,
resignation, removal, retirement or disqualification. The bank shall immediately
inform the Georgia Department of Banking and Finance in writing of the election
of any new chief executive officer.

6.3   Compensation.  The compensation of all officers of the bank shall be fixed
      ------------
by the Board of Directors, considering the recommendation of the Compensation
Committee of the Board of Directors, if such Committee is designated as provided
in section 3.8. Provided, however, no salaried officer may be compensated as a
director even though serving on the Board of Directors.

6.4   Removal.  Any officer or agent elected by the Board of Directors may be
      -------
removed by the Board of Directors with or without any cause whenever in its
judgment the best interests of the bank will be served thereby without prejudice
to any contract right to such officer. The bank shall immediately inform the
Georgia Department of Banking and Finance in writing of the names of any
officers removed and the reasons for such removal.

6.5   Chairman of the Board.  The Board of Directors, in its discretion, may
      ---------------------
elect a Chairman of the Board of Directors who shall preside at all meetings of
the Board of Directors and act as chairman at all meetings of the shareholders
and perform such other duties as the Board of Directors may from time to time
direct.

6.6   Vice-Chairman of the Board.  The Board of Directors, in its discretion may
      --------------------------
also elect a vice-chairman of the Board of Directors, who shall act in the
absence of the chairman in the capacity of chairman.

6.7   President.  The President shall be the chief executive officer of the bank
      ---------
and shall have general control and supervision over the business and affairs of
the bank. He shall see that all orders and resolutions of the Board of Directors
are carried into effect. In the absence of the chairman and vice-chairman of the
Board of Directors, the President shall preside and act as chairman of all
meetings of the shareholders and the Board of Directors. He also shall perform
such other duties as may be delegated to him from time to time by the Board of
Directors.

6.8   Officer in Place of President.  The Board of Directors may designate an
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officer who shall, in the absence of a chairman and vice-chairman or disability
of the President, or at the direction of the President, perform the duties and
exercise the powers of the President.

6.9   Secretary.  The Secretary shall keep accurate records of the acts and
      ---------
proceedings of all meetings of shareholders, directors and committees of
directors. He shall have authority to give all notices required by law or these
bylaws. He shall be custodian of the corporate books, records, contracts and
other documents. The Secretary may affix the bank's seal to any lawfully
executed documents requiring it and shall sign such instruments as may require
his signature.

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6.10   Bonds.  Any director who is authorized to handle money or negotiable
       -----
assets on behalf of the bank and all officers and employees of the bank shall be
bonded by a regularly incorporated surety company authorized to do business in
the State of Georgia, and the bank may pay the cost of such bonds.  The form,
amount and surety of such bonds shall be approved by the Board of Directors and
shall be subject to any additional requirements of the Georgia Department of
Banking and Finance.

6.11   Reimbursement of Officers.  Any payments made to an officer of the bank
       -------------------------
such as salary, commission, bonus, interest or rent, or reimbursement of
entertainment expenses incurred by him, which shall be disallowed in whole or in
part as a deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer to the bank to the full extent of such disallowance.
It shall be the duty of the Board of Directors to enforce payment of each such
amount disallowed.  In lieu of payment by the officer, subject to the
determination of the Board of Directors, proportionate amounts may be withheld
from his future compensation payments until the amount owed to the bank has been
recovered.

                                 ARTICLE SEVEN

                                   Dividends

7.1   Time and Conditions of Declaration.  Dividends upon the outstanding shares
      ----------------------------------
of the bank may be declared by the Board of Directors at any regular or special
meeting and paid in cash or property only out of the retained earnings of the
bank. Dividends can be paid without the approval of the Department of Banking
and Finance when the bank meets the paid-in capital and/or appropriated net
earnings requirements of the Financial Institutions Code of Georgia, and only in
compliance with the regulations of the Georgia Department of Banking and Finance
regarding payment of dividends.

7.2   Share Dividends- Treasury Shares.  Dividends may be declared by the Board
      --------------------------------
of Directors and paid out of any lawfully held treasury shares.

7.3   Share Dividends- Unissued Shares.  Dividends may be declared by the Board
      --------------------------------
of Directors and paid in the authorized but unissued shares of the bank out of
any retained earnings of the bank; provided that such shares shall be issued at
not less than the par value thereof, there shall be transferred to capital stock
at the time such dividend is paid an amount of retained earnings at least equal
to the aggregate par value of the shares to be issued as a dividend, and after
payment of the dividend the bank shall continue to maintain the paid-in capital
and/or appropriated retained earnings requirements of the Financial Institutions
Code of Georgia.

7.4   Share Splits.  A split or division of the issued shares of any class into
      ------------
a greater number of shares of the same class without increasing the capital
stock of the bank shall not be construed to be a share dividend within the
meaning of this Article.

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                                 ARTICLE EIGHT

                                     Shares

8.1   Authorization and Issuance of Shares.  The par value and the maximum
      ------------------------------------
number of shares of any class of the bank which may be issued and outstanding
shall be set forth from time to time in the Articles of Incorporation of the
bank.  The Board of Directors may increase or decrease the number of issued and
outstanding shares of the bank within the maximum number of shares authorized by
the Articles of Incorporation and the minimum capitalization requirements of the
Articles of Incorporation or Georgia law.

8.2   Share Certificates.  The interest of each shareholder in the bank shall be
      ------------------
evidenced by a certificate or certificates representing shares of the bank which
shall be in such form as the Board of Directors may from time to time adopt in
accordance with Georgia law.  Share certificates shall be consecutively
numbered, shall be in registered form, and shall indicate the date of issue and
all such information shall be entered on the bank's books.  Each certificate
shall be signed by the President or a Vice President and the Secretary or an
Assistant Secretary and shall be sealed with the seal of the bank or a facsimile
thereof; provided, however, that where such certificate is signed by a transfer
agent, or registered by a registrar, other than the bank itself, or any employee
of the bank, the signature of such officers may be facsimiles.  In case any
officer or officers who shall have signed or whose facsimile signature shall
have been placed upon a share certificate shall have ceased for any reason to be
such officer or officers of the bank before such certificate is issued, such
certificate may be issued by the bank with the same effect as if the person or
persons who signed such certificate or whose facsimile signatures shall have
been used thereon had not ceased to be such officer or officers.

8.3   Rights of Bank with Respect to Registered Owners.  Prior to due
      ------------------------------------------------
presentation for transfer of registration of its shares, the bank may treat the
registered owner of the shares as the person exclusively entitled to vote such
shares, to receive any dividend or other distribution with respect to such
shares, and for all other purposes; and the bank shall not be bound to recognize
any equitable or other claim to or interest in such shares on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.

8.4   Transfer of Shares.  Transfers of shares shall be made upon the stock
      ------------------
transfer books of the bank only upon direction of the person named in the share
certificate representing the shares to be transferred, or by an attorney of such
person lawfully constituted in writing; and before a new certificate is issued,
the old certificate shall be surrendered for cancellation or, in the case of a
certificate alleged to have been lost, stolen, or destroyed, the provisions of
Section 8.6 of these bylaws shall have been satisfied.

8.5   Duty of Bank to Register Transfer.  Notwithstanding any of the provisions
      ---------------------------------
of Section 8.4 of these bylaws, the bank is under a duty to register the
transfers of its shares only if:

     (a)  the share certificate is endorsed by the appropriate person or
          persons; and
     (b)  reasonable assurance is given that these endorsements are genuine and
          effective;

                                      -9-
<PAGE>

          and
     (c)  the bank has no duty to inquire into adverse claims or has discharged
          any such duty; and
     (d)  any applicable law relating to the collection of taxes has been
          complied with; and
     (e)  the transfer is in fact rightful or is to a bona fide purchaser.

8.6   Lost, Stolen, or Destroyed Certificates.  Any person claiming a share
      ---------------------------------------
certificate to be lost, stolen, or destroyed shall make an affidavit or
affirmation of the fact in such manner as the Board of Directors so requires,
give the bank a bond of indemnity in form and amount, and with one or more
sureties satisfactory to the Board of Directors, as the Board of Directors may
require, whereupon an appropriate new certificate may be issued in lieu of the
one alleged to have been lost, stolen, or destroyed.

8.7   Fixing of 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 entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose, the Board
of Directors may fix in advance a date as the record date, such date to be not
more than 50 days (and, in the case of a shareholders' meeting, not less than 10
days) prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken.

8.8   Record Date if None Fixed.  If no record date is fixed as provided in
      -------------------------
Section 8.7 of these bylaws, the record date for any determination of
shareholders which may be proper or required by law shall be the date on which
notice is mailed in the case of a shareholders' meeting, or the date on which
the Board of Directors adopts a resolution declaring a dividend in the case of a
payment of a dividend.

                                  ARTICLE NINE

                                Indemnification

9.1   Indemnification.  Any person, his heirs, executors, or administrators, may
      ---------------
be indemnified or reimbursed by the bank for reasonable expenses actually
incurred in connection with any action, suit, or proceeding, civil or criminal,
to which he shall be made a party by reason of the fact that he is or was a
director, trustee, officer, employee, or agent of the bank, or that he is or was
serving, at the request of the bank, as a director, trustee, officer, employee,
or agent of another firm, corporation, trust, or other organization or
enterprise; provided, however, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceedings as to
which he shall finally be adjudged to have been guilty of or liable for gross
negligence, willful misconduct or criminal acts in the performance of his duties
to the bank, or to such other firm, corporation, trust, organization, or
enterprise; and provided further, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding which
has been the subject of a compromise settlement, except with the approval of (i)
a court of competent jurisdiction, (ii) the holders of record of a majority of
the outstanding shares of capital stock of the bank, or (iii) a majority of the

                                      -10-
<PAGE>

members of the Board of Directors then holding office, excluding the votes of
any directors who are parties to the same or substantially the same action,
suit, or proceeding.

9.2   Payment of Expenses in Advance.  Expenses incurred in defending any
      ------------------------------
action, suit, or proceeding referred to above may be paid by the bank in advance
of the final disposition of such action, suit, or proceeding as authorized by
the Board of Directors in the specific case upon receipt of an undertaking by or
on behalf of the director, trustee, officer, employee, or agent to repay such
amount unless it shall ultimately be determined that he is entitled to be
indemnified by the bank as provided above.

9.3   Insurance.  The bank, upon the affirmative vote of a majority of its Board
      ---------
of Directors, may purchase and maintain insurance on behalf of any person who is
or was a director, trustee, officer, employee, or agent of the bank, or is or
was serving, at the request of the bank, as a director, trustee, officer,
employee, or agent of another firm, corporation, trust, or other organization or
enterprise against liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or not the bank
would have the power to indemnify him against such liability under the foregoing
provisions of these bylaws.

9.4   Rights Not Exclusive.  The foregoing rights of indemnification or
      --------------------
reimbursement shall not be exclusive of other rights to which the persons
referred to above, or their heirs, executors, or administrators, may be entitled
as a matter of law, and the bank may indemnify such persons to the extent
permitted by the Financial Institutions Code of Georgia and the Georgia Business
Corporation Code, as such laws may be amended from time to time.

                                  ARTICLE TEN

                              Emergency Operations

10.1   General.  In the event of an emergency declared by the President of the
       -------
United States or the person performing his functions, or an emergency declared
by the Governor of the State of Georgia or the person performing his functions,
the officers and employees of this bank shall continue to conduct the affairs of
the bank under such guidance from the directors as may be available except as
the matters which by statute or regulation require specific approval of the
Board of Directors and subject to conformance with any governmental directives
during the emergency. In the absence of a plan of operation formulated by the
Board of Directors providing for conducting the business of the bank during the
time emergencies exist, the following provisions shall govern the operations of
the bank notwithstanding any other provisions of these bylaws to the contrary.
Provided, further, that all operations shall be consistent with all State and
Federal laws governing emergency operations.

10.2   Meeting of Board of Directors.  The Board of Directors shall meet as soon
       -----------------------------
as practicable at the time and place within the State of Georgia, or, if no
place within the State of Georgia can be utilized promptly, without the State of
Georgia, as designated by the Chairman of the Board of Directors, the President,
the officer designated pursuant to Section 6.7, or any two directors. Any
director may waive notice of such meeting in writing before, at, or after such
meeting.

                                      -11-
<PAGE>

     If it shall be determined at such meeting that there are less than five (5)
directors then capable of serving, the directors present at such meeting, shall,
by majority vote, appoint a sufficient number of persons to fill the vacancies
existing in the Board of Directors to bring the total number of directors to not
less than five (5).

     As soon as a majority of such Board of Directors, consisting of not less
than five (5) members, can be assembled at the meeting required by this Section
10.2, or any adjournment thereof, which adjournment can be effected at any time
by a majority vote of those in attendance, the Board of Directors as then
constituted shall (i) appoint such officers as may be required to transact the
business of the bank to succeed the then appointed or acting officers who have
been incapacitated as a result of the emergency, and (ii) designate and
authorize temporary relocation and establishment of the main banking office and
any branch, branch bank or bank office of the bank which may have become wholly
or partially unusable as a result of the emergency conditions at any other
office, branch, branch bank or bank office of the bank, or other location in the
State of Georgia, and (iii) at its discretion, authorize the entry of the bank
into an agreement with any Federal Reserve Bank, Federal Home Loan Bank, banking
institution or branch (the "other bank") whereby the bank shall act as agent for
the other bank or the other bank shall act as agent for the bank and perform
temporarily any and all operations and functions thereof.

10.3  Interim Administration.  Until such time as the meeting of the Board of
      ----------------------
Directors required by Section 10.2 can be held and action taken by it, and in
the event either the President or the officer of the bank designated pursuant to
Section 6.7 cannot be located or is unable to continue normal executive duties,
all perfunctory matters ordinarily performed by the President may be performed
by any Vice President if such officer or officers have been designated, and if
not, by the Secretary of the bank.

10.4  Interim Office.  Until such time as the meeting required by Section 10.2
      --------------
can be held and action taken by the Board of Directors as then constituted, and
in the event that because of damage or disaster the main office or any branch,
branch bank or bank office of the bank office shall be relocated at any other
branch or location designated by the Acting President.

     The Acting President shall notify the State and Federal Regulatory
Authorities of any such relocation of its main office, branches, branch banks,
or bank offices as promptly as possible.

                                 ARTICLE ELEVEN

                                 Miscellaneous

11.1  Inspection of Books and Records.  The Board of Directors shall have power
      -------------------------------
to determine which accounts, books and records of the bank shall be open to the
inspection of shareholders, except such accounts, books, and records that are
specifically open to inspection by law, and the Board of Directors shall have
power to fix reasonable rules and regulations not in conflict with the
applicable law for the inspection of accounts, books and records which by law or
by determination of the Board of Directors shall be open to inspection.

                                      -12-
<PAGE>

11.2   Fiscal Year.  The fiscal year of the bank shall be the calendar year.
       -----------

11.3   Seal.  The corporate seal shall be in such form as the Board of Directors
       ----
may from time to time determine.

11.4   Annual Statements.  The bank shall prepare such financial statements
       -----------------
showing the results of its operations during its fiscal year as shall be
required by Regulations of the Department of Banking and Finance. Upon receipt
of written request, the bank promptly shall mail to any shareholder of record a
copy of the most recent such financial statement.

11.5   Contracts, Checks, Drafts, Reports, etc.  Such of the officers or
       ---------------------------------------
employees of the bank as may from time to time be designated by the Board of
Directors or by the Executive Committee shall have power and authority to sign
contracts, checks, drafts and like instruments and to endorse checks, bills of
exchange, orders, drafts and vouchers made payable or endorsed to the bank,
whether in its own right or in any fiduciary capacity.  No officer or employee,
however, may on behalf of the bank, execute or deliver any check, draft or other
like instrument in favor of himself.  Provided, further, any officer elected by
the Board of Directors may sign reports to the Department of Banking and Finance
and such other State and Federal agencies as may be filed, unless otherwise
required by law or regulation.

11.6   Legal Restrictions.  All matters covered in these bylaws shall be subject
       ------------------
to such restrictions as shall be imposed on this bank by State and Federal laws
and regulations.


                                 ARTICLE TWELVE

                                   Amendments

12.1   Power to Amend Bylaws.  The Board of Directors shall have power to alter,
       ---------------------
amend or repeal these bylaws or adopt new bylaws, but any bylaws adopted by the
Board of Directors may be altered, amended or repealed, and new bylaws adopted,
by the shareholders. The shareholders may prescribe that any bylaw or bylaws
adopted by them shall not be altered, amended or repealed, by the Board of
Directors.

12.2   Conditions.  Action taken by the shareholders with respect to bylaws
       ----------
shall be taken by an affirmative vote of a majority of all shares entitled to
elect directors, and action by the Board of Directors with respect to bylaws
shall be taken by an affirmative vote of a majority of all directors then
holding office.

                                      -13-