EXHIBIT 3.1

AMENDED AND RESTATED
  ARTICLES OF INCORPORATION

OF

FNB BANKING COMPANY

1.

The name of the Corporation is:
  FNB BANKING COMPANY.

2.

The Corporation is organized pursuant
  to the provisions of the Georgia Business Corporation Code.

3.

The Corporation shall have perpetual
  duration.

4.

The object of the Corporation is
  pecuniary gain and profit, and the Corporation is formed for the purpose of
  becoming and operating as a bank holding company and engaging in such related
  and permissible activities in connection therewith as the Board of Directors
  may from time to time specify by resolution.

5.

The Corporation shall have authority
  to issue 5,000,000 shares of $10.00 par value common stock.

6.

The Corporation shall be entitled to
  purchase its own shares out of its unreserved and unrestricted earned and
  capital surplus available therefor.



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7.

The Corporation shall be entitled to
  distribute a portion of its assets to its shareholders out of capital surplus
  available therefor.

8.

The pre-emptive right of any
  shareholder to acquire authorized and unissued shares of the Corporation is
  denied.

9.

(a)       
  Except as provided in
  subparagraph (b) of this Article 9, the Board of Directors shall have the
  right to adopt, amend or repeal the By-laws of the Corporation by the
  affirmative vote of a majority of all directors then in office, and the
  shareholders shall have such right by the affirmative vote of a majority of
  the issued and outstanding shares of the Corporation entitled to vote in an
  election of directors.

(b)       
  Notwithstanding subparagraph (a)
  of this Article 9, any amendment of the By-laws of the Corporation changing
  the number of directors will require the affirmative vote of at least eighty
  percent (80%) of the directors then in office or the affirmative vote of the
  holders of at least eighty percent (80%) of the issued and outstanding shares
  of the Corporation entitled to vote in an election of directors, at any
  regular or special meeting of the shareholders, and notice of the proposed
  change must be contained in the notice of the meeting.

(c)       
  Unless eighty percent (80%) of
  the directors then in office shall approve the proposed change, this Article 9
  may be amended or rescinded only by the affirmative vote of the holders of at
  least eighty percent (80%) of the issued and outstanding shares of the
  Corporation entitled to vote in an election of directors, at any regular or
  special meeting of the



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shareholders, and notice of the proposed change must be
  contained in the notice of the meeting.

10.

(a)        
  At any shareholders' meeting with
  respect to which notice of such purpose has been given, the entire Board of
  Directors or any individual director may be removed, with or without cause,
  only by the affirmative vote of the holders of at least eighty percent (80%)
  of the issued and outstanding shares of the Corporation entitled to vote in an
  election of directors.

(b)        
  Unless eighty percent (80%) of
  the directors then in office shall approve the proposed change, this Article
  10 may be amended or rescinded only by the affirmative vote of the holders of
  at least eighty percent (80%) of the issued and outstanding shares of the
  Corporation entitled to vote in an election of directors, at any regular
  or special meeting of the shareholders, and notice of the proposed change must
  be contained in the notice of the meeting.

11 .

(a)        
  Except as set forth in
  subparagraph (d) of this Article 11, the affirmative vote of the holders of at
  least eighty percent (80%) of the issued and outstanding shares of the
  Corporation entitled to vote thereon shall be required to approve:

(i)
        any merger or consolidation of
  the Corporation with or into any other corporation; and(ii)
        any sale, lease, exchange or
  other disposition of all or substantially all of the assets
  of the Corporation to any other corporation, person or other entity;


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if, as of the record date for
  determination of shareholders entitled to notice thereof and to vote thereon,
  such other corporation, person or entity which is a party to such a
  transaction is the beneficial owner, directly or indirectly, of 5% or more of
  the issued and outstanding shares of the Corporation entitled to vote in an
  election of directors.

(b)      
  For purposes of this Article 11 any corporation, person or other entity shall be deemed to be the beneficial
  owner of any shares of the Corporation:

| | (i)   | which it owns directly, whether or not of record, or                                                                                                                                                                                                                                                                                                                                             
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | which it has the right to acquire, pursuant to any agreement or understanding or
  upon exercise of conversion rights, warrants or options or otherwise, or                                                                                                                                                                                                                                      
| | (iii) | which are beneficially owned,
  directly or indirectly (including shares deemed to be owned through
  application of subparagraph (b)(ii) above), by an affiliate or
  associate (as those terms are defined in Rule 12b-2 of the General
  Rules and Regulations under the Securities Exchange Act of 1934 as in
  effect on January 1, 1982) of the other corporation, person or entity, or
| | (iv)  | which are beneficially owned, directly or indirectly (including shares deemed owned through application of subparagraph
  (b)(ii) above), by any other corporation, person or entity with which it or its
  affiliate or associate (as defined above) has any
  agreement or arrangement or understandingfor the purpose                                                                     



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| |  | of acquiring,
  holding, voting or disposing of shares of the Corporation.
| |  | --------------------------------------------------------------------------

For the purpose of determining
  whether a corporation, person or entity is the beneficial owner of one or more
  of the issued and outstanding shares of the Corporation, the issued and
  outstanding shares of the Corporation shall include shares not in fact issued
  and outstanding but deemed owned through the application of clauses (b)(ii),
  (iii) and (iv) above, but shall not include any other shares which are not
  then issued and outstanding but which may be issuable pursuant to any
  agreement or upon exercise of conversion rights, warrants or options or
  otherwise.

(c)    
  The Board of Directors shall have
  the power and duty to determine for the purposes of this Article 11, on the
  basis of information known to the Corporation, whether:

(i)
        such other corporation, person or
  entity beneficially owns, directly or indirectly, more than 5% of the issued
  and outstanding shares of the Corporation entitled to vote in an election of
  directors;(ii)
        a corporation, person or entity
  is an affiliate or associate (as defined above) of
  another;(iii)
        any sale, lease, exchange or
  other disposition of part of the assets of the Corporation involves substantially all of the
  assets of the Corporation;(iv)
        the memorandum of understanding
  referred to in subparagraph (d) below is substantially consistent with the
  transaction covered thereby.


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Any such determination shall be
  conclusive and binding for all purposes of this Article 11.

(d)      
  The provisions of this Article 11
  shall not apply to:

| | (i)  | any merger or similar transaction
  with any corporation if a majority of the directors of the Corporation then in
  office has approved a memorandum of understanding with such other corporation
  with respect to such transaction prior to the time that such other corporation
  shall have become the beneficial owner of more than 5% of the issued and
  outstanding shares of the Corporation entitled to vote in an election of
  directors; or after such acquisition of 5% of the issued and outstanding
  shares, if eighty percent (80%) or more of the directors then holding office
  approve such transaction prior to its consummation; or
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | any merger or consolidation of
  the Corporation with, or any sale or lease to the Corporation (or any
  subsidiary thereof) of any assets of, or any sale or lease by the Corporation
  (or any subsidiary thereof) of any of its assets to, any corporation of which
  a majority of the outstanding shares of all classes of stock entitled to vote
  in an election of directors is owned of record or beneficially by the
  Corporation and its subsidiaries.                                                                                                                                                                                          

(e)        Unless eighty percent (80%) of the directors then in office shall approve
  the proposed change, this Article 11 may be amended or rescinded only by the
  affirmative vote of the holders of at least eighty percent (80%) of the issued
  and



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outstanding shares of the Corporation entitled to vote thereon at any
  regular or special meeting of the shareholders, and notice of the proposed
  change must be contained in the notice of the meeting.

12.

(a)      
  The Board of Directors, when
  evaluating any offer of another party (a) to make a tender offer or exchange
  offer for any equity security of the Corporation, (b) to merge or consolidate
  any other corporation with the Corporation, or (c) to purchase or otherwise
  acquire all or substantially all of the assets of the Corporation, shall, in
  determining what is in the best interests of the Corporation and its
  shareholders, give due consideration to all relevant factors, including
  without limitation: (i) the short-term and long-term social and economic
  effects on the employees, customers, shareholders and other constituents of
  the Corporation and its subsidiaries, and on the communities within which the
  Corporation and its subsidiaries operate (it being understood that any
  subsidiary banks of the Corporation are charged with providing support to and
  being involved in the communities they serve), and (ii) the consideration
  being offered by the other party in relation to the then-current value of the
  Corporation in a freely negotiated transaction and in relation to the Board of
  Directors' then-estimate of the future value of the Corporation as an
  independent entity.

(b)   
    
  Unless eighty percent (80%) of
  the directors then in office shall approve the proposed change, this Article
  12 may be amended or rescinded only by the affirmative vote of the holders of
  at least eighty percent (80%) of the issued and outstanding shares of the
  Corporation entitled to vote thereon, at any regular or special meeting of the
  shareholders, and



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notice of the proposed change must be contained in the
  notice of the meeting.

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The original Articles of
  Incorporation (the Original Articles) of the Corporation are
  superceded in their entirety by the foregoing Amended and Restated Articles of
  Incorporation (the Amended Articles) of the Corporation.  The
  Amended Articles reflect modifications of provisions XIII through XVI of the
  Original Articles which are set forth in the Amended Articles as provisions 9
  through 12. Apart from provisions XIII through XVI of the Original Articles
  and those provisions of the Original Articles which, by statute, need not be
  included herein, the foregoing provisions of the Amended Articles merely
  restate the provisions of the Original Articles.

The Board of Directors of the
  Corporation unanimously authorized the amendment and restatement of the
  Original Articles on the  12th day of  October,1982. The sole shareholder of the Corporation, who owns all of the 50
  issued and outstanding shares of common stock, $10 par value, approved such
  amendment and restatement on the 12th  day of October,1982.  The affirmative shareholder vote required to adopt such
  amendment and restatement was 40 shares or 80% of the issued and outstanding
  shares of the Corporation.

IN WITNESS WHEREOF, the undersigned
  has executed these Amended and Restated Articles of Incorporation, this 12th  
  day of October ,1982.

[CORPORATE
  SEAL]
        FNB BANKING COMPANYAttest:
          /s/ B.F. AkinB.F. Akin
          Secretary
        By:/s/ C.A. Knowles
          C.A. Knowles
                   President








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SCHEDULE 1

ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
FNB BANKING COMPANY

I.

The
name of the Corporation is FNB BANKING COMPANY.

II.

The Amended and Restated Articles of Incorporation of the Corporation are amended by changing Article 5
thereof to read as follows (Amendment 1):

5.
            The Corporation
    shall have authority to issue 5,000,000 shares of $1 par value common
    stock.

III.

The Amended and Restated
Articles of Incorporation of the Corporation are further amended by adding a new Article 13 thereto to read as
follows (Amendment 2):

> A director of the Corporation shall not be personally liable to the Corporation
> or its
> shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (a) any
> appropriation, in violation of his duties, of any business opportunity of the Corporation; (b) acts of omissions not in good faith or which involve intentional
> misconduct or a knowing violation of law; (c) the types of liability set forth in Section. 14-2-154 of the Georgia
> Business Corporation Code dealing with illegal or unauthorized (i) distributions of corporate assets, whether as
> dividends or in liquidation of the corporation, or otherwise, (ii) repurchases of stock or (iii) commencement of business; or (d)
> any transaction from which the director derived an improper personal benefit.  If, after approval by the shareholders of
> this provision, the Georgia Business Corporation Code is amended to authorize corporate action further eliminating or



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> limiting the personal liability of directors, then the liability of a director of the Corporation shall be
> eliminated or limited to the fullest extent permitted by the Georgia Business Corporation Code, as so amended.  Any
> repeal or modification of this Article by the shareholders of the Corporation shall be prospective only and shall not
> adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

IV.

The foregoing amendments (the Amendments)
were adopted by the shareholders on April 16, 1987.

V.

The affirmative vote of the holders
of a majority of the outstanding shares of common stock of the Corporation was required to adopt the
Amendments.
There were 600,000 shares of common stock outstanding and entitled to vote on the Amendments, and 501,211 shares
were voted in favor of Amendment 1 and 506,545 shares were voted in favor of Amendment 2.

VI.

Amendment 1 effects a change
in the amount of stated capital of the Corporation by reducing the par value of its common stock from $10.00 per share to
$1.00 per share so that its stated capital will be reduced from $6,000,000 to 600,000.



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IN WITNESS WHEREOF, the
undersigned officers of the Corporation have hereunto executed these Articles of Amendment this
16day of April, 1987.



FNB BANKING COMPANYBy:   /s/ R. Dallis Copeland
        
              R. Dallis Copeland     
        President and TreasurerATTEST:/s/ Robin W. Nance
        
        Robin W. Nance
        Assistant Secretary[CORPORATE SEAL]










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