LOAN AND STOCK PLEDGE AGREEMENT

     THIS  LOAN AND STOCK PLEDGE AGREEMENT (the "Agreement"), entered into as of
August  31,  2000,  between  PAB  BANKSHARES,  INC.,  a Georgia corporation (the
"Borrower"), and THE BANKERS BANK, a Georgia banking corporation (the "Lender").

     On  the  date  hereof  the  Borrower  is  borrowing the principal amount of
$15,000,000  from  the Lender (the "Loan"), which will be evidenced by the Note.
The  Lender  is  willing  to  make  the  Loan  to  the Borrower on the terms and
conditions  described below.  The Borrower and Lender agree that the payment and
performance  of all obligations relating to the Loan will be secured through the
pledge  to  the Lender of all the issued and outstanding shares of capital stock
owned  or  hereafter  acquired  by the Borrower (the "Stock") in The Park Avenue
Bank  having  its  main  office  at  3102 N. Oak Street, Valdosta, Georgia 31602
("Park Avenue"), Farmers and Merchants Bank having its main office at 301 W. 4th
Street,  Adel,  Georgia  31620  ("Farmers"),  First  Community Bank of Southwest
Georgia  having  its  main  office at 226 West Broad Street, Bainbridge, Georgia
31717 ("First Community"), Baxley Federal Savings Bank having its main office at
219  E. Parker Street, Baxley, Georgia 31513 ("Baxley") and Eagle Bank and Trust
having  its  main  office  at  335  South Main Street, Statesboro, Georgia 30458
("Eagle")  (collectively,  the "Banks").  Certain capitalized terms used in this
Agreement  are  defined  in  Section  22  of  this  Agreement.

     In  consideration  of  the  premises  and  the  mutual  agreements  and
representations in this Agreement, the Lender and the Borrower agree as follows:

     1.     SECURITY  INTEREST.
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     (a)     The  Borrower  hereby  unconditionally  grants  and  assigns to the
Lender  and  its  successors  and  assigns a continuing security interest in and
security  title to the Stock.  The Borrower hereby delivers to the Lender all of
its  right,  title  and interest in and to the Stock, together with certificates
representing  the  Stock and stock powers endorsed in blank, as security for (i)
all  obligations  of  the Borrower to the Lender hereunder, and (ii) payment and
performance  of  all  obligations  of the Borrower to the Lender under the Note,
whether  direct  or indirect, absolute or contingent, now or hereafter existing,
or  due  or to become due.  If the Borrower receives, for any reason whatsoever,
any  additional  shares  of  the  capital  stock of the Banks, such shares shall
thereupon  constitute  Stock  to  be  held by the Lender under the terms of this
Agreement  and the Borrower shall immediately deliver such shares to the Lender,
together  with  stock  powers  endorsed  in  blank  by the Borrower.  Beneficial
ownership  of  the  Stock, including all voting, consentual and dividend rights,
shall  remain  in  the  Borrower  until  the  occurrence  of  a  Default.

     (b)     If,  prior  to  repayment  in  full of the Loan, the aggregate book
value  of  the  Stock becomes less than $30,000,000, the Borrower shall promptly
deliver  to  the  Lender  on  demand  additional  collateral of a type and value
acceptable  to  the  Lender  (and the Lender's judgment in valuing same shall be
conclusive)  so that the sum of the value of such additional collateral plus the
aggregate  book value of the Stock is equal to or in excess of $30,000,000.  The
Borrower  shall  also  execute  any security documents the Lender may request to
evidence  and  perfect the Lender's rights in such additional collateral.  If at
any  time  such  additional  collateral  is  no longer required pursuant to this
Section  1(b), the Lender shall release its security interest in such additional
collateral  upon  the  request  of  the  Borrower.

     2.     REPRESENTATIONS  AND  WARRANTIES.  The  Borrower  represents  and
            --------------------------------
warrants  to  the  Lender  as  follows:

          (a)     The  Borrower  is  a  corporation  duly  organized,  validly
existing,  and  in  good  standing under the laws of the State of Georgia and is
qualified  to  do  business  in  all  jurisdictions  where such qualification is
necessary.  The  Borrower is registered as a bank holding company with the Board
of Governors of the Federal Reserve System and the Georgia Department of Banking
and Finance.  The chief executive office of the Borrower and the principal place
of  business  of  the  Borrower  where  the records of the Borrower are kept are
located  at 3250 N. Valdosta Road, Valdosta, Georgia 31602 (Lowndes County), and
the  Borrower's  U.S.  employer  identification  number  is  58-1473302.

          (b)     Park  Avenue  is a banking corporation duly organized, validly
existing,  and  in  good  standing  under the laws of the State of Georgia.  The
Borrower owns all the capital stock of Park Avenue (consisting of 50,000 shares)
and  there  are  no other outstanding shares of capital stock and no outstanding
options,  warrants or other rights which can be converted into shares of capital
stock  of  Park  Avenue.  Park  Avenue  has  all  requisite  corporate power and
authority  and  possesses all licenses, permits and authorizations necessary for
it  to  own  its  properties  and  conduct  its business as presently conducted.


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<PAGE>
          (c)     Farmers  is  a  banking  corporation  duly  organized, validly
existing,  and  in  good  standing  under the laws of the State of Georgia.  The
Borrower  owns  99.91%  of  the  capital  stock of Farmers (consisting of 17,485
shares)  and  there  are  15  other  outstanding  shares of capital stock and no
outstanding options, warrants or other rights which can be converted into shares
of  capital  stock  of  Farmers.  Farmers  has all requisite corporate power and
authority  and  possesses all licenses, permits and authorizations necessary for
it  to  own  its  properties  and  conduct  its business as presently conducted.

          (d)     First  Community  is  a  banking  corporation  duly organized,
validly  existing,  and in good standing under the laws of the State of Georgia.
The  Borrower  owns  all  the  capital  stock  of First Community (consisting of
379,586  shares)  and there are no other outstanding shares of capital stock and
no  outstanding  options,  warrants  or other rights which can be converted into
shares  of  capital stock of First Community.  First Community has all requisite
corporate  power  and  authority  and  possesses  all  licenses,  permits  and
authorizations  necessary  for it to own its properties and conduct its business
as  presently  conducted.

          (e)     Baxley  is  a  federal  savings  bank  duly organized, validly
existing,  and  in  good  standing  under  the  laws  of the United States.  The
Borrower owns all the capital stock of Baxley (consisting of 551,481 shares) and
there  are  no  other  outstanding  shares  of  capital stock and no outstanding
options,  warrants or other rights which can be converted into shares of capital
stock  of  Baxley.  Baxley  has  all requisite corporate power and authority and
possesses  all  licenses, permits and authorizations necessary for it to own its
properties  and  conduct  its  business  as  presently  conducted.

          (f)     Eagle  is  a  banking  corporation  duly  organized,  validly
existing,  and  in  good  standing  under the laws of the State of Georgia.  The
Borrower  owns all the capital stock of Eagle (consisting of 400,000 shares) and
there  are  no  other  outstanding  shares  of  capital stock and no outstanding
options,  warrants or other rights which can be converted into shares of capital
stock  of  Eagle.  Eagle  has  all  requisite  corporate power and authority and
possesses  all  licenses, permits and authorizations necessary for it to own its
properties  and  conduct  its  business  as  presently  conducted.

          (g)     Each  financial  statement  of  the Borrower or any Subsidiary
which  has  been delivered to the Lender presents fairly the financial condition
of  the  Borrower  or  such  Subsidiary as of the date indicated therein and the
results  of  its  operations  for  the periods shown therein.  There has been no
material  adverse  change,  either  existing  or  threatened,  in  the financial
condition or operations of the Borrower or any Subsidiary since the date of such
financial  statement.

          (h)     The  Borrower  has  full  power  and  authority to execute and
perform  the  Financing  Documents.  The execution, delivery, and performance by
the  Borrower  of  the  Financing Documents (i) have been duly authorized by all
requisite  action by the Borrower, (ii) do not violate any provision of law, and
(iii)  do  not result in a breach of or constitute a default under any agreement
or  other instrument to which the Borrower or any Subsidiary is a party or which
the  Borrower  or  any  Subsidiary  is  bound.  Each  of the Financing Documents
constitutes the legal, valid, and binding obligation of the Borrower enforceable
in  accordance  with  its  terms.

          (i)     Except  for  the  security interest created by this Agreement,
the  Borrower  owns  the  Stock  free  and  clear  of  all  liens,  charges, and
encumbrances.  The  Stock is duly issued, fully paid and non-assessable, and the
Borrower  has  the  unencumbered  right  to  pledge  the  Stock.

          (j)     There is no action, arbitration, or other proceeding at law or
in  equity,  or  by or before any court, agency, or arbitrator, nor is there any
judgment, order, or other decree pending, anticipated, or threatened against the
Borrower  or  any  Subsidiary or against any of their properties or assets which
might  have  a material adverse effect on the Borrower, any Subsidiary, or their
respective  properties or assets, or which might call into question the validity
or enforceability of the Financing Documents, or which might involve the alleged
violation  by  the  Borrower  or  any Subsidiary of any law, rule or regulation.

          (k)     No  consent  or  other  authorization or filing with or of any
governmental  authority  or other public body on the part of the Borrower or any
Subsidiary is required in connection with the Borrower's execution, delivery, or
performance  of  the Financing Documents; or if required, all such prerequisites
have  been  fully  satisfied.

          (l)     None  of  the  transactions  contemplated  in  this  Agreement
(including,  without  limitation,  the  use  of  the  proceeds of the Loan) will
violate  or result in a violation of Section 7 of the Securities Exchange Act of
1934,  or  any  regulations  issued  pursuant  thereto.


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<PAGE>
          (m)     The  following  are attached as exhibits hereto: true, correct
and  complete  copies  of  (i)  the  Borrower's,  Park Avenue's, Farmers', First
Community's  and  Eagle's  articles of incorporation as in effect as of the date
hereof  (as  certified by the Georgia Secretary of State on August 22, 2000) and
Baxley's  charter as in effect as of the date hereof (as certified by the Office
of Thrift Supervision on ________, 2000); (ii) certificates of existence for the
Borrower, Park Avenue, Farmers, First Community and Eagle (issued by the Georgia
Secretary  of  State  on  August  22,  2000) and Baxley (issued by the Office of
Thrift Supervision on _______, 2000); (iii) the bylaws of the Borrower in effect
immediately prior to the adoption of the resolutions referred to below (and such
bylaws  have not been further altered or amended and have been in full force and
effect  at  all  times  since  the adoption of such resolutions through the date
hereof);  (iv)  the  bylaws  of the Banks as of the date hereof; (v) resolutions
(the  "Resolutions") of the Board of Directors of the Borrower duly adopted at a
meeting  duly  called and held on August 28, 2000.  A quorum for the transaction
of  business  was  present  and  acting  throughout  the  meeting  at  which the
Resolutions  were  adopted, and the Resolutions have been since adoption and are
now  in  full force and effect and have not been modified in any respect.  There
have  been  no  further  amendments or other documents affecting or altering the
Borrower's  or  the  Banks'  articles  of  incorporation  since  the date of the
certifications  referred  to above through the date hereof, and the Borrower and
the  Banks  have  remained  in  valid  existence  under the laws of the State of
Georgia  or  the  United  States  since  such  dates.

     3.     AFFIRMATIVE COVENANTS.  The Borrower agrees that so long as the Note
            ---------------------
is  outstanding  or  this  Agreement  is  in  effect:

          (a)     The  Borrower  shall  promptly furnish to the Lender:  (i) not
later  than  120  days  after  the end of each fiscal year, audited consolidated
financial  statements  of  the  Borrower  prepared  in accordance with generally
accepted  accounting  principles  ("GAAP")  and  certified  by  an  independent
accounting firm acceptable to the Lender; (ii) not later than 45 days after each
of  the  first  three  quarters  of  each  fiscal  year,  unaudited consolidated
financial  statements of the Borrower, prepared in accordance with GAAP (subject
to  changes  resulting  from  normal  year-end adjustments) and certified by the
chief  financial officer of the Borrower; (iii) not later than 30 days after the
end  of  each  of the first three quarters of each year, copies of the Report of
Condition  and  the  Report  of  Income  and  Dividends  of  each  of  the  Bank
Subsidiaries; (iv) immediately after the occurrence of a material adverse change
in  the  business, properties, condition, management, or prospects (financial or
otherwise)  of  the  Borrower  or any Subsidiary, including, without limitation,
imposition  of  any  letter  agreement,  memorandum  of understanding, cease and
desist  order,  or other similar regulatory action involving the Borrower or any
Subsidiary,  a  statement  of  the  Borrower's  chief executive officer or chief
financial  officer setting forth in reasonable detail such change and the action
which  the Borrower or any Subsidiary proposes to take with respect thereto; and
(v)  from  time  to  time  upon  request  of  the Lender, such other information
relating  to  the  operations,  business,  condition, management, properties, or
prospects of the Borrower or any Subsidiary as the Lender may request (including
meetings  with  the  Borrower's  or  Subsidiary's  officers  and  employees).

          (b)     The  Borrower  and  each  Subsidiary  shall punctually pay and
discharge  all  taxes,  assessments  and  other  governmental  charges or levies
imposed  upon  it  or  upon  its  income  or  upon  any  of  its  property.

          (c)     The  Borrower and each Subsidiary shall comply in all material
respects  with  all requirements of constitutions, statutes, rules, regulations,
and orders and all orders and decrees of courts and arbitrators applicable to it
or  its  properties.

          (d)     The Borrower shall immediately notify the Lender of any change
in  the  Chief  Executive  Officer of the Borrower or a material change (greater
than  10%)  of  beneficial  ownership  of  the  Borrower's stock by any officer,
director  or  25%  or  greater  shareholder  of  the  Borrower.

     4.     NEGATIVE COVENANTS.  The Borrower agrees that so long as the Note is
            ------------------
outstanding  or  this  Agreement  is  in  effect:

          (a)     The  Borrower  shall  not permit the combined tangible Capital
for  the  Banks  at  any  time during the term of this Agreement to be less than
$54,000,000.

          (b)     The  Borrower  shall not permit the ratio of Tier 1 Capital to
average  total  assets (the Tier 1 Leverage Ratio) of the Borrower as of the end
of  any  fiscal  year  to  be  less  than  6.75%.

          (c)     The  Borrower  shall  not permit the Total Risk Based Ratio of
the  Borrower  as  of  the  end  of  any  fiscal  year  to  be  less  than 9.0%.

          (d)     The  Borrower shall not, and shall not permit any of the Banks
to,  fail to comply with any minimum capital requirement imposed by any of their
federal  or  state  regulators.


                                      - 3 -
<PAGE>
          (e)     The  Borrower  shall not permit its Weighted Average Return on
Assets  for  each  fiscal  year  to  be  less  than  0.50%.

          (f)     The  Borrower  shall  not  permit  the  ratio (calculated on a
consolidated  basis)  of  its  loans  classified as "substandard," "doubtful" or
"loss"  to  the  sum of its Tier 1 Capital plus its allowance for loan and lease
losses  to  exceed  45%.

          (g)     The Borrower shall not permit the allowance for loan and lease
losses  of the Borrower to be less than 1.00% of its gross loans for each fiscal
year.

          (h)     The  Borrower  shall  not  incur  or  permit  to  exist  any
indebtedness or liability for borrowed money in excess of $800,000 other than to
the  Lender  or  a  wholly-owned Subsidiary of the Borrower without prior Lender
approval,  except  that  this  covenant  shall not apply to deposits, repurchase
agreements,  federal  funds  borrowings,  overdrafts,  Federal  Home  Loan  Bank
borrowings  and  other  banking transactions entered into by a Subsidiary in the
ordinary  course  of  its  business.

          (i)     The  Borrower  shall  not,  directly  or  indirectly, become a
guarantor of any obligation of, or an endorser of, or otherwise assume or become
liable  upon  any  notes, obligations, or other indebtedness of any other Person
(other  than a Subsidiary) except in connection with the depositing of checks in
the  normal  and  ordinary  course  of  business.

          (j)     The Borrower shall not, nor permit any Subsidiary to, transfer
all or substantially all of its assets to or consolidate or merge with any other
Person,  or  acquire all or substantially all of the properties or capital stock
of  any  other Person, or create any Subsidiary or enter into any partnership or
joint  venture  without  the  prior  written  approval  of  the  Lender.

          (k)     The Borrower shall not permit any Subsidiary to issue, sell or
otherwise  dispose  or part with control of any shares of any class of its stock
(other  than  directors'  qualifying  shares)  except  to  the  Borrower  or  a
wholly-owned  Subsidiary  of  the  Borrower.

          (l)     The  Borrower shall not sell or otherwise dispose or part with
control  of  any  of  the  Stock  or any other securities or indebtedness of any
Subsidiary,  and  the Borrower shall not pledge or otherwise transfer or grant a
security  interest in any of the capital stock or other securities of any of its
Subsidiaries.

          (m)     The  Borrower  shall not pay any cash dividends if the Loan is
in  Default  or  if  the  payment  of  such  dividend  would  create  a Default.

     5.     ADVANCES  UNDER THE LOAN.  The Lender shall not be obligated to make
            ------------------------
any  advance  of  the  Loan  to  the  Borrower  unless:

          (a)     All  representations  and warranties of the Borrower contained
in  this  Agreement  or  the Note shall be true in all respects on and as of the
date  of  each  advance  of  the  Loan.

          (b)     The  Borrower  and each Subsidiary shall have performed in all
material respects all their agreements and obligations required by the Financing
Documents.

          (c)     No adverse change shall have occurred in the Borrower's or any
Subsidiary's condition (financial or otherwise), or in the business, properties,
assets,  liabilities, prospects, or management of the Borrower or any Subsidiary
since  the  date  of  this  Agreement.

          (d)     No  Default  or  event  which,  with  the  giving of notice or
passage  of  time  (or both), would constitute a Default under the terms of this
Agreement  shall  have  occurred.

          (e)     All other matters incidental to the Loan shall be satisfactory
to  the  Lender.

          (f)     For  any  advance  under  the  Loan resulting in the aggregate
amount  outstanding  under  the  Loan exceeding $13,000,000 unless it shall have
first  sold sufficient participations in the Loan such that the aggregate amount
outstanding  under  the  Loan  after  the  proposed  advance  less the amount of
participations  sold  does  not  exceed  $13,000,000.


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     6.     DEFAULT.  A  "Default"  shall  exist if any of the following occurs:
            -------

          (a)     Failure  of the Borrower punctually to make any payment of any
amount  payable,  whether  principal  or interest or other amount, on any of the
Liabilities,  whether  at  maturity,  or  at  a date fixed for any prepayment or
partial  prepayment,  or  by  acceleration,  or  otherwise.

          (b)     Any  statement,  representation,  or  warranty of the Borrower
made  in any of the Financing Documents or at any time furnished by or on behalf
of  the  Borrower  to  the  Lender  shall be false or misleading in any material
respect  as  of  the  date  made.

          (c)     Failure  of  the  Borrower punctually and fully to comply with
(i) any of the covenants in Section 4 of this Agreement or (ii) any of the other
covenants  set forth in this Agreement if such failure under this clause (ii) is
not remedied within 30 days for any default other than payment after notice from
the  Lender  to  the  Borrower.

          (d)     The occurrence of a default under any other agreement to which
the  Borrower  and the Lender are parties or under any other instrument executed
by  the  Borrower  in  favor  of  the  Lender.

          (e)     If the Borrower or any Subsidiary becomes insolvent as defined
in the Georgia Uniform Commercial Code or makes an assignment for the benefit of
creditors; or if any action is brought by the Borrower or any Subsidiary seeking
dissolution  of  the Borrower or such Subsidiary or liquidation of its assets or
seeking  the  appointment  of  a  trustee,  interim  trustee, receiver, or other
custodian  for  any  of  its  property;  or  if  the  Borrower or any Subsidiary
commences  a  voluntary  case  under  the  Federal  Bankruptcy  Code;  or if any
reorganization  or  arrangement  proceeding is instituted by the Borrower or any
Subsidiary  for the settlement, readjustment, composition or extension of any of
its  debts  upon any terms; or if any action or petition is otherwise brought by
the  Borrower  or  any  Subsidiary seeking similar relief or alleging that it is
insolvent  or  unable  to  pay  its  debts  as  they  mature.

          (f)     Any  action  is brought against the Borrower or any Subsidiary
seeking  dissolution of the Borrower or such Subsidiary or liquidation of any of
its  assets  or seeking the appointment of a trustee, interim trustee, receiver,
or  other  custodian for any of its property, and such action is consented to or
acquiesced  in  by the Borrower or such Subsidiary or is not dismissed within 30
days  of  the  date  upon  which  it was instituted; or any proceeding under the
Federal Bankruptcy Code is instituted against the Borrower or any Subsidiary and
(i) an order for relief is entered in such proceeding or (ii) such proceeding is
consented  to  or  acquiesced  in  by  the Borrower or such Subsidiary or is not
dismissed  within  30  days  of  the  date  upon which it was instituted; or any
reorganization  or  arrangement proceeding is instituted against the Borrower or
any  Subsidiary  for  the settlement, readjustment, composition, or extension of
any  of  its  debts  upon  any  terms,  and  such  proceeding is consented to or
acquiesced  in  by the Borrower or such Subsidiary or is not dismissed within 30
days  of  the  date  upon  which it was instituted; or any action or petition is
otherwise  brought against the Borrower or any Subsidiary seeking similar relief
or  alleging  that  it  is insolvent, unable to pay its debts as they mature, or
generally  not  paying its debts as they become due, and such action or petition
is  consented  to  or acquiesced in by the Borrower or such Subsidiary or is not
dismissed  within  30  days  of  the  date  upon  which  it  was  brought.

          (g)     The  Borrower or any Subsidiary is in default (or an event has
occurred  which,  with  the  giving  of notice or passage of time, or both, will
cause  the  Borrower  or  any  Subsidiary  to  be in default) on indebtedness to
another  Person,  and  the  amount  of such indebtedness exceeds $250,000 or the
acceleration  of the maturity of such indebtedness would have a material adverse
effect  upon  the  Borrower  or  such  Subsidiary.

          (h)     Any  other  material  adverse  change occurs in the Borrower's
financial  condition  or  means  or  ability  to  pay  the  Liabilities.

          (i)      Any  cease  and  desist  or  other order has been threatened,
noticed,  or  entered against the Borrower or any Subsidiary by any bank or bank
holding  company  regulatory  agency  or body, or the Borrower or any Subsidiary
enters  into any form of memorandum of understanding, plan of corrective action,
or  letter  agreement  with  any  such  regulatory  agency or body, or any other
regulatory  enforcement  action  is taken against the Borrower or any Subsidiary
relating  to the capitalization, management, or operation of the Borrower or any
Subsidiary.

          (j)     The  Borrower  or  any  Subsidiary is indicted or convicted or
pleads  guilty  or  nolo  contendere  to  any  charge  that the Borrower or such
                    ----  ----------
Subsidiary  has  violated  any  drug,  controlled  substances, money laundering,
currency  reporting,  racketeering,  or
racketeering-influenced-and-corrupt-organization  statute  or  regulations other
forfeiture  statute.

          (k)     The  Borrower ceases to own 100% of the issued and outstanding
capital  stock of Park Avenue, First Community, Baxley or Eagle or 99.91% of the
issued  and  outstanding  capital  stock  of  Farmers.


                                      - 5 -
<PAGE>
     7.     REMEDIES UPON DEFAULT.  Upon the occurrence of a Default, the Lender
            ---------------------
shall  be  entitled, without limitation, to exercise the following rights at any
time  and from time to time, which the Borrower hereby agrees to be commercially
reasonable:

          (a)     declare any of the Liabilities due and payable, whereupon they
immediately  will  become due and payable (notwithstanding any provisions to the
contrary, and without presentment, demand, notice or protest of any kind (all of
which  are  expressly  waived  by  the  Borrower));

          (b)     (i)  receive  all amounts payable in respect of the Collateral
otherwise  payable  to  the  Borrower;  (ii)  settle  all  accounts, claims, and
controversies  relating to the Collateral; (iii) transfer all or any part of the
Collateral  into  the  Lender's  or  any  nominee's  name;  and (iv) execute all
agreements  and  other  instruments;  bring,  defend and abandon all actions and
other  proceedings;  and  take  all actions in relation to the Collateral as the
Lender  in  its  sole  discretion  may  determine;

          (c)     enforce  the  payment  of  the  Stock  and exercise all of the
rights,  powers  and remedies of the Borrower thereunder, including the exercise
of  all voting rights and other ownership or consentual rights of the Stock (but
the  Lender  is not hereby obligated to exercise such rights), and in connection
therewith  the Borrower hereby appoints the Lender to be the Borrower's true and
lawful  attorney-in-fact  and  IRREVOCABLE PROXY to vote the Stock in any manner
the  Lender  deems  advisable  for or against all matters submitted to a vote of
shareholders,  and  such  power-of-attorney  is  coupled  with  an  interest and
irrevocable;

          (d)     sell, assign and deliver, or grant options to purchase, all or
any  part of or interest in the Collateral in one or more parcels, at any public
or  private  sale  at  any  exchange, any of the Lender's offices, or elsewhere,
without  demand of performance, advertisement, or notice of intention to sell or
of  the  time  or place of sale or adjournment thereof or to redeem or otherwise
(all  of which are hereby expressly and irrevocably waived by the Borrower), for
cash, on credit, or for other property, for immediate or future delivery without
any  assumption  of  credit  risk,  and  for such price and on such terms as the
Lender  in  its  sole  discretion may determine; the Borrower agrees that to the
extent  that notice of sale shall be required by law that at least five business
days'  notice  to  the  Borrower of the time and place of any public sale or the
time  after  which  any  private  sale is to be made shall constitute reasonable
notification;  the  Lender shall not be obligated to make any sale of Collateral
regardless  of  notice  of  sale  having  been given; the Lender may adjourn any
public  or  private sale from time to time by announcement at the time and place
fixed  therefor,  and  any such sale may, without further notice, be made at the
time  and  place  to  which  it was so adjourned; the Borrower hereby waives and
releases  to  the  fullest  extent  permitted  by  law  any  right  or equity of
redemption  with  respect  to  the  Collateral,  whether  before  or  after sale
hereunder,  and  all rights, if any, of marshalling the Collateral and any other
security  for  the  Loan  or  otherwise;  at any such sale, unless prohibited by
applicable  law,  the  Lender  may  bid  for and purchase all or any part of the
Collateral  so  sold  free  from any such right or equity of redemption; and the
Lender  shall not be liable for failure to collect or realize upon any or all of
the  Collateral  or for any delay in so doing nor shall any of them be under any
obligation  to  take  any  action  whatsoever  with  regard  thereto;

          (e)     appoint  and  dismiss  managers or other agents for any of the
purposes  mentioned  in  the  foregoing provisions of this Section 7, all as the
Lender  in  its  sole  discretion  may  determine;  and

          (f)     generally,  take  all  such  other action as the Lender in its
sole  discretion  may determine as incidental or conducive to any of the matters
or  powers  mentioned  in  this  Section  7  and  which the Lender may or can do
lawfully  and  use  the  name  of  the  Borrower  for  such  purposes and in any
proceedings  arising  therefrom.

     8.     APPLICATION OF PROCEEDS.  The proceeds of the public or private sale
            -----------------------
or  other  disposition  of  any Collateral hereunder shall be applied to (i) the
costs  incurred  in  connection  with  the  sale,  expressly  including, without
limitation, any costs under Section 11(a) hereof; (ii) any unpaid interest which
may  have  accrued on any obligations secured hereby; (iii) any unpaid principal
on  any  obligations  secured hereby; and (iv) damages incurred by the Lender by
reason  of  any  breach  secured against hereby, in such order as the Lender may
determine,  and  any  remaining  proceeds  shall be paid over to the Borrower or
others  as by law provided.  If the proceeds of the sale or other disposition of
the  Stock  are  insufficient to pay all such amounts, the Borrower shall remain
liable  to  the  Lender  for  the  deficiency.

     9.     ADDITIONAL  RIGHTS  OF  SECURED  PARTIES.  In  addition to its other
            ----------------------------------------
rights and privileges under this Agreement, the Lender may exercise from time to
time  any  and all other rights and remedies available to a secured party when a
debtor  is  in  default  under  a  security agreement as provided in the Uniform
Commercial  Code  of  Georgia,  or  available  to  the  Lender  under  any other
applicable  law  or  in  equity,  including  without limitation the right to any
deficiency  remaining  after  disposition of the Collateral.  The Borrower shall
pay  all  of  the reasonable costs and expenses (including reasonable attorneys'
fees)  incurred  by  the  Lender  in  enforcing its rights under this Agreement.


                                      - 6 -
<PAGE>
     10.     RETURN OF STOCK TO BORROWER.  Upon payment in full of all principal
             ---------------------------
and  interest  on the Note and full performance by the Borrower of all covenants
and  other  obligations  under  this  Agreement,  the Lender shall return to the
Borrower (i) all of the then remaining Stock and (ii) all rights received by the
Lender  as  agent for the Borrower as a result of its possessory interest in the
Stock.

     11.     DISPOSITION  OF  STOCK BY AGENT.  The Stock is not registered under
             -------------------------------
the  various  federal  or  state  securities  laws and disposition thereof after
default may be subject to prior regulatory approval and may be restricted to one
or  more  private  (instead  of  public)  sales  in  view  of  the  lack of such
registration.  The  Borrower acknowledges that upon such disposition, the Lender
may  approach  only  a restricted number of potential purchasers and that a sale
under such circumstances may yield a lower price for the Stock than if the Stock
were  registered  pursuant  to federal and state securities laws and sold on the
open  market.  The  Borrower,  therefore,  agrees  that:

          (a)     if  the Lender shall, pursuant to the terms of this Agreement,
sell  or  cause  any of the Stock to be sold at a private sale, the Lender shall
have  the right to rely upon the advice and opinion of any national brokerage or
investment  firm  having  recognized expertise and experience in connection with
shares  of companies in the banking industry (but shall not be obligated to seek
such  advice and the failure to do so shall not be considered in determining the
commercial reasonableness of the Lender's action) as to the best manner in which
to  expose  the Stock for sale and as to the best price reasonably obtainable at
the  private  sale  thereof;  and

          (b)     such reliance shall be conclusive evidence that the Lender has
handled  such  disposition  in  a  commercially  reasonable  manner.

     12.     BORROWER'S  OBLIGATIONS  ABSOLUTE.  The obligations of the Borrower
             ---------------------------------
under  this  Agreement  shall  be  direct  and  immediate and not conditional or
contingent  upon  the  pursuit of any other remedies against the Borrower or any
other Person, nor against other security or liens available to the Lender or its
successors,  assigns or agents.  The Borrower hereby waives any right to require
that an action be brought against any other Person or require that resort be had
to  any security or to any balance of any deposit account or credit on the books
of  the  Lender  in favor of any other Person prior to any exercise of rights or
remedies  hereunder, or to require resort to rights or remedies of the Lender in
connection  with  the  Loan.

     13.     NOTICES.  Except  as  provided  otherwise  in  this  Agreement, all
             -------
notices  and  other communications under this Agreement are to be in writing and
are  to  be  deemed to have been duly given and to be effective upon delivery to
the  party  to  whom  they  are  directed.  If  sent  by U.S. mail, first class,
certified,  return  receipt  requested,  postage  prepaid,  and addressed to the
Lender  or  to the Borrower at their respective addressees set forth below, such
communications  are  deemed  to  have  been delivered on the second business day
after  being  so  posted.

     If  to  the  Lender:               The  Bankers  Bank
                                        2410  Paces  Ferry  Road
                                        600  Paces  Summit
                                        Atlanta,  Georgia  30339-4098
                                        Attn:  Credit  Administration



     If  to  the  Borrower:             PAB  Bankshares,  Inc.
                                        3250  N.  Valdosta  Road
                                        Valdosta,  Georgia  31602
                                        Attn:  Michael  E.  Ricketson

     Either  the  Lender  or  the  Borrower may, by written notice to the other,
designate  a  different  address  for  receiving  notices  under this Agreement;
provided,  however,  that  no  such  change  of  address will be effective until
written  notice thereof is actually received by the party to whom such change of
address  is  sent.

     14.     BINDING  AGREEMENT.  The  provisions  of  this  Agreement  shall be
             ------------------
construed  and interpreted, and all rights and obligations of the parties hereto
determined,  in  accordance  with  the  laws  of  the  State  of  Georgia.  This
Agreement,  together  with  all  documents  referred  to herein, constitutes the
entire Agreement between the Borrower and the Lender with respect to the matters
addressed  herein  and  may  not be modified except by a writing executed by the
Lender  and  delivered  by  the  Lender  to the Borrower.  This Agreement may be
executed in multiple counterparts, each of which shall be deemed an original but
all  of  which,  taken  together,  shall constitute one and the same instrument.


                                      - 7 -
<PAGE>
     15.     PARTICIPATIONS.  The Lender may at any time grant participations in
             --------------
or  sell,  assign,  transfer  or  otherwise dispose of all or any portion of the
indebtedness  of  the  Borrower outstanding pursuant to the Financing Documents.
The  Borrower  hereby  agrees  that  any  holder  of a participation in, and any
assignee or transferee of, all or any portion of any amount owed by the Borrower
under  the  Financing  Documents  (i)  shall  be entitled to the benefits of the
provisions  of  this Agreement as the Lender hereunder and (ii) may exercise any
and all rights of the banker's lien, set-off or counterclaim with respect to any
and  all  amounts owed by the Borrower to such assignee, transferee or holder as
fully  as if such assignee, transferee or holder had made the Loan in the amount
of  the  obligation  in  which  it holds a participation or which is assigned or
transferred  to  it.

     16.     EXPENSES.  All reports and other documents or information furnished
             --------
to  the  Lender  under  this Agreement shall be supplied by the Borrower without
cost  to the Lender.  Further, the Borrower shall reimburse the Lender on demand
for  all out-of-pocket costs and expenses (including legal fees) incurred by the
Lender  in  connection  with  the  preparation,  interpretation,  operation, and
enforcement  of the Financing Documents or the protection or preservation of any
right or claim of the Lender with respect to such agreements.  The Borrower will
pay  all  taxes  (if  any)  in  connection  with  the  Financing Documents.  The
obligations  of the Borrower under this section shall survive the payment of the
Liabilities  and  the  termination  of  this  Agreement.

     17.     INDEMNIFICATION.  In  addition  to any other amounts payable by the
             ---------------
Borrower  under  this Agreement, the Borrower shall pay and indemnify the Lender
from  and  against  all  claims,  liabilities,  losses,  costs,  and  expenses
(including,  without  limitation, reasonable attorneys' fees and expenses) which
the  Lender  may  (other  than  as  a  result of the gross negligence or willful
misconduct  of  the Lender) incur or be subject to as a consequence, directly or
indirectly, of (i) any breach by the Borrower of any warranty, term or condition
in,  or  the  occurrence  of  any default under, any of the Financing Documents,
including  all  fees or expenses resulting from the settlement or defense of any
claims  or  liabilities  arising as a result of any such breach or default, (ii)
the Lender's making, holding, or administering the Loan or the Collateral, (iii)
allegations  of  participation  or interference by the Lender in the management,
contractual  relations  or other affairs of the Borrower or any Subsidiary, (iv)
allegations  that  the  Lender  has  joint  liability  with  the Borrower or any
Subsidiary  for any reason, and (v) any suit, investigation, or proceeding as to
which  the  Lender or such participant is involved as a consequence, directly or
indirectly,  of  its  execution  of any of the Financing Documents, or any other
event  or  transaction contemplated by any of the foregoing.  The obligations of
Borrower  under this Section 17 shall survive the termination of this Agreement.

     18.     RIGHT  TO SET-OFF.  Upon the occurrence of a Default hereunder, the
             -----------------
Lender,  without notice or demand of any kind, may hold and set off against such
of  the  Liabilities  (whether matured or unmatured) as the Lender may elect any
balance or amount to the credit of the Borrower in any deposit, agency, reserve,
holdback or other account of any nature whatsoever maintained by or on behalf of
the  Borrower  with the Lender at any of its offices, regardless of whether such
accounts  are  general  or  special  and regardless of whether such accounts are
individual  or  joint.  Any  Person  purchasing  an interest in debt obligations
under  this  Agreement held by the Lender may exercise all rights of offset with
respect  to  such  interest  as  fully  as  if such Person were a holder of debt
obligations  hereunder  in  the  amount  of  such  interest.

     19.     FURTHER  ASSURANCES.  If  at any time the Lender upon advice of its
             -------------------
counsel  shall  determine  that any further document shall be required to effect
this  Agreement  and the transactions and other agreements contemplated thereby,
the  Borrower  shall,  and  shall cause its Subsidiaries to, execute and deliver
such  document  and  otherwise  carry  out  the  purposes  of  this  Agreement.

     20.     SEVERABILITY.  If  any  paragraph  or  part  thereof  shall for any
             ------------
reason be held or adjudged to be invalid, illegal, or unenforceable by any court
of  competent  jurisdiction,  such  paragraph  or  part  thereof shall be deemed
separate,  distinct,  and independent, and the remainder of this Agreement shall
remain  in  full  force  and effect and shall not be affected by such holding or
adjudication.

     21.     BINDING  EFFECT.  All  rights  of  the  Lender  under the Financing
             ---------------
Documents shall inure to the benefit of its transferees, successors and assigns.
All  obligations  of  the  Borrower under the Financing Documents shall bind its
heirs,  legal  representatives,  successors,  and  assigns.


                                      - 8 -
<PAGE>
     22.     DEFINITIONS.
             -----------

          (a)     "Bank Subsidiaries" means each banking Subsidiary of Borrower,
now  or  hereafter  in  existence,  including  but  not  limited  to  the Banks.

          (b)     "Capital"  means  all  capital  or  all components of capital,
other  than  any  allowance  for loan and lease losses and net of any intangible
assets,  as  defined  from  time to time by the primary federal regulator of the
Borrower,  the  Banks,  or  each of the other Bank Subsidiaries (as the case may
be).

          (c)     "Collateral"  means  and  includes  all  property  assigned or
pledged  to the Lender or in which the Lender has been granted security interest
or to which the Lender has been granted security title, whether under any of the
Financing  Documents  or  any  other agreement, instrument, or document, and the
proceeds  thereof.

          (d)     "Financing  Documents"  means and includes this Agreement, the
Note,  and all other associated loan and collateral documents including, without
limitation,  all  guaranties,  suretyship  agreements,  stock  powers,  security
agreements,  security  deeds,  subordination  agreements,  exhibits,  schedules,
attachments,  financing  statements,  notices,  consents,  waivers,  opinions,
letters,  reports, records, assignments, documents, instruments, information and
other  writings  related  thereto, or furnished by the Borrower to the Lender in
connection  therewith  or  in  connection  with  any  of the Collateral, and any
amendments,  extensions,  renewals,  modifications  or  substitutions thereof or
therefor.

          (e)     "Liabilities"  means  all  indebtedness,  liabilities,  and
obligations of the Borrower of any nature whatsoever which the Lender may now or
hereafter  have, own or hold, and which are now or hereafter owing to the Lender
regardless  of  however and whenever created, arising or evidenced, whether now,
heretofore  or  hereafter incurred, whether now, heretofore or hereafter due and
payable,  whether  alone  or  together with another or others, whether direct or
indirect, primary or secondary, absolute or contingent, or joint or several, and
whether  as principal, maker, endorser, guarantor, surety or otherwise, and also
regardless  of  whether  such  Liabilities  are  from  time  to time reduced and
thereafter  increased  or  entirely  extinguished  and  thereafter  reincurred,
including  without limitation the Note and any amendments, extensions, renewals,
modifications  or  substitutions  thereof  or  therefor.

          (f)     "Note" shall mean the promissory note dated the date hereof in
the  principal  amount  of $15,000,000 and any amendments, extensions, renewals,
modifications,  or substitutions thereof or therefor in effect at any particular
time.

          (g)     "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government  or  any  agency  or  political  subdivision  thereof.

          (h)     "Subsidiary"  means  each  of  the  Bank Subsidiaries and each
other  corporation for which the Borrower has the power, directly or indirectly,
to  direct its management or policies or to vote 50% or more of any class of its
voting  securities.

          (i)     "Tier  1  Capital"  means  Tier  1  capital  as defined by the
capital maintenance regulations of the primary federal bank regulatory agency of
the  relevant  Bank  Subsidiary.

          (j)     "Total  Risk  Based  Capital Ratio" means the total risk based
capital  ratio  as defined by the capital maintenance regulations of the primary
federal  bank  regulatory  agency  of  the  Borrower.

          (k)     "Weighted  Average Return on Assets" means with respect to the
Borrower,  its  net income for the previous calendar year plus the amount of any
interest  payments  by it on the Loan during the previous calendar year, divided
by  its  average  assets  during  the  previous  calendar  year.

          (l)     All  accounting  terms  not  otherwise defined herein have the
meanings  assigned  to  them  in  accordance  with generally accepted accounting
principles  in  effect  from  time  to  time.


                                      - 9 -
<PAGE>
          IN  WITNESS WHEREOF, the undersigned have hereunto set their hands and
affixed their seals by and through their duly authorized officers, as of the day
and  year  first  above  written.

                         Borrower:

                              PAB  BANKSHARES,  INC.


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


                              Attest:  /s/  Denise  G.  McKenzie
                                     ------------------------------------------
                                       Denise  G.  McKenzie

                                        [CORPORATE  SEAL]


I  hereby  certify  that  the  representation  and warranty contained in Section
2(m)(v)  of  this  Agreement  is  true  and  correct.


                                   /s/  Denise  G.  McKenzie
                                   --------------------------------------------
                                   Denise  G.  McKenzie,  Secretary



                         LENDER:

                                    THE  BANKERS  BANK


                                    By:  /s/  John  Moreau
                                       ----------------------------------------
                                       John  Moreau,  Vice  President

                                              [BANK  SEAL]


                                     - 10 -
<PAGE>