RESTATED ARTICLES OF INCORPORATION
                                       OF
                               CCF HOLDING COMPANY



                                   ARTICLE 1.

         NAME AND ADDRESS.  The name of the  corporation is CCF Holding  Company
(hereinafter  referred  to as the  "Corporation")  and its  principal  executive
office is located at 101 North Main Street, Jonesboro, Georgia.

                                   ARTICLE 2.

         REGISTERED  AGENT;  REGISTERED  OFFICE.  The name of the  Corporation's
Registered  Agent is David B. Turner,  who is a resident of the State of Georgia
and is named herein as an initial director of the  Corporation.  The post office
address  of the  Corporation's  registered  office  is 101  North  Main  Street,
Jonesboro, Georgia.

                                   ARTICLE 3.

         PURPOSE;  POWERS.  The purpose of the  Corporation  is to engage in any
lawful act or activity for which corporations may be organized under the Georgia
Business  Corporation  Code  (hereinafter   referred  to  as  the  "Code").  The
Corporation  shall have all the  powers of a  corporation  organized  under said
Code.

                                   ARTICLE 4.

         DURATION.  The duration of the Corporation shall be perpetual.

                                   ARTICLE 5.

         CAPITAL STOCK.

         A. AUTHORIZED STOCK. The total number of shares of all classes of stock
         which the  Corporation  shall have  authority  to issue is five million
         (5,000,000),  of which  four  million  (4,000,000)  shall be  shares of
         common stock, $0.10 par value per share (hereinafter referred to as the
         "Common Stock"),  and of which one million  (1,000,000) shall be shares
         of preferred stock, no par value per share (hereinafter  referred to as
         the  "Preferred  Stock").  The  aggregate  par value of all  authorized
         shares (of all classes) having a par value is $400,000.

         B. COMMON  STOCK.  Except to the extent to which the Board of Directors
         shall have  specified  voting  power with respect to any other class of
         stock and except as  otherwise  provided by law, the  exclusive  voting
         power shall be vested in the Common  Stock,  the holders  thereof being
         entitled  to one vote for each share of such Common  Stock  standing in
         his or her name on the books of the Corporation.  Subject to any rights
         and  preferences  of any other class of stock,  holders of Common Stock
         are  entitled  to such  dividends  as may be  declared  by the Board of
         Directors  out  of  funds  lawfully   available   therefor.   Upon  any
         liquidation, dissolution, or winding

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         up of the affairs of the Corporation, whether voluntary or involuntary,
         holders of Common Stock are entitled to receive pro rata the  remaining
         assets  of the  Corporation  after  the  holders  of any class of stock
         ranking  prior to the  Common  Stock have been paid in full any sums to
         which they may be entitled.

         C. PREFERRED  STOCK.  Shares of Preferred Stock may be issued from time
         to time in one or more series as may from time to time be determined by
         the  Board  of  Directors,   each  of  said  series  to  be  distinctly
         designated.  All shares of any one series of  Preferred  Stock shall be
         identical.   The  voting  powers  and  the  preferences  and  relative,
         participating,  optional and other special  rights of each such series,
         and the  qualifications,  limitations or restrictions  thereof, if any,
         may  differ  from  those  of any  and  all  other  series  at any  time
         outstanding;  and the Board of Directors of the  Corporation  is hereby
         expressly  granted  authority to fix by amendment to these  Articles of
         Incorporation  (which  amendment,  pursuant to Georgia  law, may become
         effective without  stockholder action) adopted prior to the issuance of
         any shares of a particular series of Preferred Stock, the voting powers
         and the  designations,  preferences  and  relative,  optional and other
         special rights, and the qualifications, limitations and restrictions of
         such series,  including,  but without  limiting the  generality  of the
         foregoing, the following:

                  (1) The  distinctive  designation of, and the number of shares
                  of Preferred Stock which shall  constitute such series,  which
                  number may be increased or decreased (but not below the number
                  of shares then  outstanding)  from time to time by like action
                  of the Board of Directors;

                  (2) The rate and times at which,  and the terms and conditions
                  on which, dividends, if any, on Preferred Stock of such series
                  shall be paid,  the extent of the  preference or relation,  if
                  any, of such  dividends to the dividends  payable on any other
                  class or  classes  or series of the same or other  classes  of
                  stock and whether  (and the dates from  which) such  dividends
                  shall be cumulative or noncumulative;

                  (3) The right,  if any, of the holders of  Preferred  Stock of
                  such series to convert the same into or exchange the same for,
                  shares of any other  class or  classes or of any series of the
                  same or any other class or classes of stock of the Corporation
                  or any other  corporation and the terms and conditions of such
                  conversion or exchange;

                  (4) Whether or not  Preferred  Stock of such  series  shall be
                  subject to redemption,  and the redemption price or prices and
                  the time or times at which,  and the terms and  conditions  on
                  which, Preferred Stock or such series may be redeemed;

                  (5) The rights,  if any, of the holders of Preferred  Stock of
                  such series upon the  voluntary  or  involuntary  liquidation,
                  merger,   consolidation,   distribution  or  sale  of  assets,
                  dissolution or winding up of the Corporation;

                  (6) The terms of the sinking  fund or  redemption  or purchase
                  account,  if any, to be provided  for the  Preferred  Stock of
                  such series; and

                  (7) The voting  powers,  if any, of the holders of such series
                  of Preferred Stock.

         D. SHARE  DIVIDENDS.  The Board of  Directors  may issue  shares of one
         class or series as a share  dividend  in respect  of  another  class or
         series.

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                                   ARTICLE 6.

         CONDUCT OF CORPORATE AFFAIRS. The following provisions are inserted for
the  management  of  the  business  and  the  conduct  of  the  affairs  of  the
Corporation, and for further definition, limitation and regulation of the powers
of the Corporation and of its directors and stockholders.

         A.  PREEMPTIVE  RIGHTS;  CUMULATIVE  VOTING.  The holders of the Common
         Stock have no  preemptive  rights or other  rights to  subscribe to any
         other shares of Common Stock or other  securities  of the  Corporation.
         Holders  of the  Common  Stock or any other  equity  securities  of the
         Corporation  have no  right  to  cumulate  votes  for the  election  of
         directors.

         B. BYLAWS.  The Board of  Directors  is  expressly  empowered to adopt,
         amend, or repeal Bylaws of the Corporation. Any adoption, amendment, or
         repeal of the Bylaws of the Corporation shall require the approval of a
         majority of the total number of  authorized  directors  (whether or not
         there exist any vacancies in previously authorized directorships at the
         time any resolution is presented to the Board for adoption) (the "Whole
         Board"). The stockholders shall also have the power to adopt, amend, or
         repeal the Bylaws of the  Corporation.  In  addition to any vote of the
         holders of any class or series of stock of this Corporation required by
         law or these Articles of  Incorporation,  the  affirmative  vote of the
         holders  of at least 80% of all of the  then-outstanding  shares of the
         capital  stock of the  Corporation  entitled to vote  generally  in the
         election  of  directors  voting  together as a single  class,  shall be
         required in order for the  stockholders to adopt,  amend, or repeal any
         provisions of the Bylaws of the Corporation.

         C. APPLICABILITY OF STATUTES.  The Corporation shall be governed by the
         provisions  of the Code ss.ss.  14-2-860 to  14-2-864  (directors'  and
         officers' conflicting interest transactions),  as now or hereinafter in
         effect.

         D. SHAREHOLDER  INSPECTION  RIGHTS.  The right to inspect the corporate
         records  granted by Section  14-2-1602 of the Code,  and any  successor
         section  thereto,  to shareholders is hereby limited to shareholders of
         record owning two percent or more of the outstanding  shares of capital
         stock of the Corporation.

                                   ARTICLE 7.

         BOARD OF DIRECTORS.

         A. NUMBER;  NAMES. The business and affairs of the Corporation shall be
         managed by or under the direction of the Board of Directors. The number
         of directors of the  Corporation  (exclusive of directors to be elected
         by the holders of any one or more  series of any class of stock  voting
         separately  as a class or classes)  that shall  constitute  the initial
         Board of Directors shall be six. The authorized  number of directors of
         the Corporation,  as stated in the Corporation's  Bylaws,  shall be not
         fewer than five nor more than fifteen. A majority of the Whole Board of
         Directors  may vote to  increase or  decrease  the number of  directors
         constituting the Whole Board of Directors,  provided however,  that the
         minimum  number of  directors  shall be five and the maximum  number of
         directors shall be fifteen. The names and business or home addresses of
         the persons who are to serve as initial directors are as follows:



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              Needham B. Bateman, M.D.      2420 Emerald Drive
                                            Jonesboro, Georgia  30236

              John B. Lee, Jr.              6583 Aquila Drive
                                            Morrow, Georgia  30260

              Edwin S. Kemp, Jr.            8366 Seven Oaks Drive
                                            Jonesboro, Georgia  30236

              Joe B. Mundy                  196 Cloud Street
                                            Jonesboro, Georgia  30236

              David B. Turner               198 N. McDonough Street
                                            Jonesboro, Georgia  30236

              Charles S. Tucker             545 Cynthia Lane
                                            Forest Park, Georgia  30050

         B. CLASSES. The Board of Directors shall be divided into three classes,
         designated Classes I, II and III, as nearly equal in number as the then
         total  number of  directors  constituting  the whole Board of Directors
         permits,  with the term of office of one class  expiring  each year. At
         the first annual meeting of stockholders, directors of Class I shall be
         elected  to hold  office  for a term  expiring  at the next  succeeding
         annual  meeting,  directors of Class II shall be elected to hold office
         for a term  expiring  at the  second  succeeding  annual  meeting,  and
         directors  of Class  III shall be  elected  to hold  office  for a term
         expiring  at  the  third  succeeding  annual  meeting.  Subject  to the
         foregoing,  at each annual meeting of  stockholders,  the successors to
         the class of directors whose term shall then expire shall be elected to
         hold office for a term expiring at the third succeeding  annual meeting
         and  until  their  successors  shall  be  elected  and  qualified.  Any
         vacancies  in the  Board of  Directors  for any  reason,  and any newly
         created  directorships  resulting  from any  increase  in the number of
         directors, may be filled only by the Board of Directors, acting by vote
         of a majority of the  directors  then in office,  although  less than a
         quorum,  and any  directors  so chosen shall hold office until the next
         succeeding  annual  election of  directors  and until their  successors
         shall be elected and qualified.  No decrease in the number of directors
         shall shorten the term of any incumbent director.

         C. REMOVAL.  Notwithstanding  any other provisions of these Articles of
         Incorporation or the Bylaws of the Corporation (and notwithstanding the
         fact  that  some  lesser  percentage  may be  specified  by law,  these
         Articles  of  Incorporation  or the  Bylaws  of the  Corporation),  any
         director or the entire  Board of Directors  of the  Corporation  may be
         removed  at any time with  cause  only by the  affirmative  vote,  at a
         meeting of the stockholders  called for that purpose, by the holders of
         80% or more of the shares of the class or classes  entitled  to vote at
         that meeting and that elected the director.

         D.  STOCKHOLDER  NOMINATIONS.  In addition to the right of the Board of
         Directors of the  Corporation to make  nominations  for the election of
         directors, nominations for the election of directors may be made by any
         stockholder  entitled  to vote for the  election of  directors  if that
         stockholder complies with all the provisions of this Section 7.D.


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                  (1)  Advance  notice  of such  proposed  nomination  shall  be
                  received by the  Chairman of the  Nominating  Committee of the
                  Board of Directors  of the  Corporation  (which  notice may be
                  sent  to  such  Chairman  in  care  of  the  Secretary  of the
                  Corporation)   or,  in  the  absence  of  such  a   Nominating
                  Committee, by the Secretary of the Corporation,  not less than
                  14 days nor more  than 60 days  prior  to any  meeting  of the
                  stockholders  called for the election of directors;  provided,
                  however,  that if fewer than 21 days  notice of the meeting is
                  given to  stockholders,  such written notice shall be received
                  not later than the close of the tenth day following the day on
                  which notice of the meeting was mailed to stockholders.

                  (2) Each notice under  Section  7.D(1) shall set forth (i) the
                  name, age,  business address and, if known,  residence address
                  of each nominee  proposed in such notice,  (ii) the  principal
                  occupation or  employment of each such nominee,  and (iii) the
                  number  of  shares  of  stock  of the  Corporation  which  are
                  beneficially  owned by each such  nominee.  In  addition,  the
                  stockholder  making such nomination shall promptly provide any
                  other information reasonably requested by the Corporation.

                  (3) The nomination made by a stockholder may be made only at a
                  meeting of the stockholders of the Corporation  called for the
                  election of directors at which such  stockholder is present in
                  person or by proxy,  and can only be made by a stockholder who
                  has theretofore complied with the notice provisions of Section
                  7.D(1) and (2) above.

                  (4)  The  Chairman  of  the  meeting  may  in  his  discretion
                  determine and declare to the meeting that a nomination was not
                  made in accordance  with the foregoing  procedures,  and if he
                  should so  determine,  he shall so declare to the  meeting and
                  the defective nomination shall be disregarded.

         E. DUTIES OF  DIRECTORS;  LIABILITY  OF  DIRECTORS  AND  OFFICERS.  The
         directors of the  Corporation  shall discharge their duties in a manner
         in which they believe in good faith to be in the best  interests of the
         Corporation  and with  the care of  ordinary  prudent  persons  in like
         positions  would exercise under similar  circumstances.  No director of
         this Corporation  shall be personally liable to this Corporation or any
         of its  stockholders  for  monetary  damages  for  breach of his or her
         duties as a director,  including  the duty of care,  under the Code ss.
         14-2-  202(b)(4),  provided  that this Article 7.E shall not  eliminate
         liability of a director (i) for any appropriation,  in violation of the
         director's  duties,  of any business  opportunity of this  Corporation,
         (ii) for acts or omissions  which involve  intentional  misconduct or a
         knowing violation of law, (iii) for the types of liability set forth in
         the Code ss.  14-2-832,  or (iv) for any  transaction  from  which  the
         director derived an improper personal  benefit.  If the Code is amended
         after the effective date of these Articles of  Incorporation to further
         eliminate  or limit the  personal  liability  of directors or officers,
         then the liability of a director or officer of the Corporation shall be
         eliminated or limited to the fullest  extent  permitted by the Code, as
         so amended.

                  In discharging  the duties of their  respective  positions and
         determining  what  is  believed  to be in  the  best  interest  of  the
         Corporation,  the  Board  of  Directors,  committees  of the  Board  of
         Directors,  and individual  directors,  in addition to considering  the
         effect  of any  action  on the  Corporation  or its  shareholders,  may
         consider the  interests of the  employees,  customers,  suppliers,  and
         creditors of the Corporation and its  subsidiaries,  the communities in
         which  offices  or  other  establishments  of the  Corporation  and its
         subsidiaries are located, and all other factors

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         such directors  consider  pertinent;  provided however,  this provision
         shall  be  deemed  solely  to  grant  discretionary  authority  to  the
         directors  and shall not be deemed to provide to any  constituency  any
         right to be considered.

         Any  repeal  or  modification   of  the  foregoing   paragraph  by  the
stockholders  of the  Corporation  shall  not  adversely  affect  any  right  or
protection of a director of the Corporation  existing at the time of such repeal
or modification.

                                   ARTICLE 8.

INDEMNIFICATION, ETC. OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.

         A. INDEMNIFICATION.  The Corporation shall indemnify any person who was
         or is a party or is  threatened  to be made a party to any  threatened,
         pending, or completed action, suit, or proceeding, including actions by
         or  in  the  right  of  the  Corporation,   whether  civil,   criminal,
         administrative,  or  investigative,  by  reason  of the fact  that such
         person  is or  was a  director,  officer,  employee,  or  agent  of the
         Corporation,  or was  servings at the request of the  Corporation  as a
         director,   officer,   employee,   or  agent  of  another  corporation,
         partnership,   joint  venture,  trust,  or  other  enterprise,  against
         expenses  (including  attorneys' fees),  judgments,  fines, and amounts
         paid in settlement  actually and reasonably  incurred by such person in
         connection  with such action,  suit,  or  proceeding to the full extent
         permissible under Georgia law.

         B. ADVANCEMENT OF EXPENSES. Reasonable expenses incurred by an officer,
         director,  employee,  or  agent of the  Corporation  in  defending  any
         action,  suit, or  proceeding  described in Section A of this Article 8
         may be paid by the  Corporation in advance of the final  disposition of
         such  action,  suit,  or  proceeding  if  authorized  by the  Board  of
         Directors (without regard to whether  participating members thereof are
         parties to such action,  suit, or proceeding) or as otherwise  required
         and to the fullest  extent  permitted  by the Code,  upon receipt of an
         undertaking  by or on behalf of such  person to repay such amount if it
         shall  ultimately be  determined  that the person is not entitled to be
         indemnified by the Corporation.

         C. OTHER  RIGHTS.  The  indemnification  and  advancement  of  expenses
         provided by or pursuant to this Article 8 shall not be deemed exclusive
         of  any  other  rights  to  which  those  seeking   indemnification  or
         advancement  of expenses may be entitled  under any  insurance or other
         agreement,  or  pursuant  to a vote of  stockholders  or  directors  or
         otherwise,  both as to actions  in their  official  capacity  and as to
         actions in another capacity while holding an office, and shall continue
         as to a person who has ceased to be a director,  officer,  employee, or
         agent and shall  inure to the  benefit  of the  heirs,  executors,  and
         administrators of such person.

         D.  INSURANCE.  The  Corporation  shall have the power to purchase  and
         maintain  insurance  on behalf of any person who is or was a  director,
         officer,  employee,  or  agent  of the  Corporation,  or  who,  while a
         director,  officer,  employee,  or agent of the Corporation,  is or was
         serving  at the  request of the  Corporation  as a  director,  officer,
         employee, or agent of another corporation,  partnership, joint venture,
         trust,  employee  benefit  plan,  or  other  enterprise,   against  any
         liability asserted against him or incurred by him in that capacity,  or
         arising out of his status as such, whether or not the Corporation would
         have the  power to  indemnify  him  against  such  liability  under the
         provisions the Code or of this Article 8.


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         E.  SECURITY  FUND;  INDEMNITY  AGREEMENTS.  By  action of the Board of
         Directors  (notwithstanding  their  interest in the  transaction),  the
         Corporation may create and fund a trust fund or fund of any nature, and
         may enter into agreements with its officers, directors,  employees, and
         agents  for the  purpose  of  securing  or  insuring  in any manner its
         obligation  to  indemnify  or  advance  expenses  provided  for in this
         Article 8.

         F.  MODIFICATION.  The duties of the  Corporation  to indemnify  and to
         advance  expenses to any person as provided in this  Article 8 shall be
         in the  nature of a  contract  between  the  Corporation  and each such
         person,  and no amendment or repeal of any provision of this Article 8,
         and no  amendment  or  termination  of any trust or other fund  created
         pursuant to Article 8.E hereof,  shall alter to the  detriment  of such
         person  the right of such  person to the  advancement  of  expenses  or
         indemnification  related  to a claim  based on an act or failure to act
         which took place prior to such amendment, repeal, or termination.

         G. PROCEEDINGS  INITIATED BY INDEMNIFIED  PERSONS.  Notwithstanding any
         other provision in this Article 8, the Corporation  shall not indemnify
         a director,  officer,  employee, or agent for any liability incurred in
         an action,  suit, or proceeding initiated by (which shall not be deemed
         to include  counter-claims or affirmative  defenses) or participated in
         as an intervenor or amicus curiae by the person seeking indemnification
         unless such  initiation  of or  participation  in the action,  suit, or
         proceeding is authorized,  either before or after its commencement,  by
         the affirmative vote of a majority of the directors then in office.

         H. SAVINGS  CLAUSE.  If this  Article 8 or any portion  hereof shall be
         invalidated on any ground by any court of competent jurisdiction,  then
         the Corporation shall  nevertheless  indemnify each director,  officer,
         employee,  and  agent of the  Corporation  as to  costs,  charges,  and
         expenses  (including  attorneys' fees),  judgments,  fines, and amounts
         paid in settlement  with respect to any action,  suit,  or  proceeding,
         whether civil, criminal, administrative, or investigative, including an
         action  by or in the  right  of the  Corporation  to  the  full  extent
         permitted  by any  applicable  portion of this Article 8 that shall not
         have been  invalidated  and to the full extent  permitted by applicable
         law.

                  If the Code is amended to permit  further  indemnification  of
         the directors, officers, employees, and agents of the Corporation, then
         the  Corporation  shall  indemnify  such persons to the fullest  extent
         permitted by the Code,  as so amended.  Any repeal or  modification  of
         this Article by the stockholders of the Corporation shall not adversely
         affect any right or protection  of a director,  officer,  employee,  or
         agent existing at the time of such repeal or modification.

                                   ARTICLE 9.

         MEETINGS OF STOCKHOLDERS AND STOCKHOLDER PROPOSALS.

         A.       DEFINITIONS.

                  (1)  Acquire.  The  term  "Acquire"  includes  every  type  of
                  acquisition, whether effected by purchase, exchange, operation
                  of law or otherwise.

                  (2)  Affiliate.  An  "Affiliate"  of, or a Person  "affiliated
                  with," a specified  Person,  means a Person that directly,  or
                  indirectly through one or more intermediaries, controls, or is
                  controlled  by, or is under common  control  with,  the Person
                  specified.

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                  (3) Associate.  The term  "Associate"  when used to indicate a
                  relationship with any Person means:

                           (i) Any corporation or  organization  (other than the
                           Corporation or a Subsidiary of the  Corporation),  or
                           any  subsidiary  or  parent  thereof,  of which  such
                           Person  is a  director,  officer  or  partner  or is,
                           directly or indirectly,  the Beneficial  Owner of 10%
                           or more of any class of equity securities; or

                           (ii) Any trust or other  estate in which such  Person
                           has a 20% or  greater  beneficial  interest  or as to
                           which such  Person  serves as trustee or in a similar
                           fiduciary  capacity,  provided,  however,  such  term
                           shall not include any employee  stock benefit plan of
                           the Corporation or a Subsidiary of the Corporation in
                           which such  Person  has a 20% or  greater  beneficial
                           interest  or  serves  as a  trustee  or in a  similar
                           fiduciary capacity; or

                           (iii) Any  relative  or spouse of such Person (or any
                           relative  of such  spouse)  who has the same  home as
                           such  Person or who is a  director  or officer of the
                           Corporation  or a Subsidiary of the  Corporation  (or
                           any subsidiary or parent thereof).

                  (4) Beneficial Owner. Any corporation, partnership, person, or
                  entity will be deemed to be a "beneficial  owner" of or to own
                  beneficially any share or shares of stock of the Corporation:

                           (i) which it owns directly, whether or not of record;
                           or

                           (ii) which it has the right to acquire  (whether such
                           right is  exercisable  immediately  or only after the
                           passage  of  time)   pursuant  to  any  agreement  or
                           arrangement  or  understanding  or upon  exercise  of
                           conversion  rights,   exchange  rights,  warrants  or
                           options,  or otherwise,  or which it has the right to
                           vote  pursuant  to  any  agreement,  arrangement,  or
                           understanding; or

                           (iii)  which  are  beneficially  owned,  directly  or
                           indirectly  (including  shares  deemed  to  be  owned
                           through  application  of  clause  (ii)  above) by any
                           Affiliate or Associate; or

                           (iv)  which  are  beneficially  owned,   directly  or
                           indirectly  (including  shares  deemed  to  be  owned
                           through  application  of  clause  (ii)  above) by any
                           other corporation, person, or entity with which it or
                           any  of  its   Affiliates  or  Associates   have  any
                           agreement or  arrangement  or  understanding  for the
                           purpose of acquiring,  holding,  voting, or disposing
                           of Voting Stock (as hereinafter defined).

                  For the purpose  only of  determining  the  percentage  of the
         outstanding shares of Voting Stock which any corporation,  partnership,
         person, or other entity beneficially owns, directly or indirectly,  the
         outstanding shares of Voting Stock will be deemed to include any shares
         of Voting Stock which such  corporation,  partnership,  person or other
         entity  beneficially owns pursuant to the foregoing  provisions of this
         subsection  (whether  or not such  shares of  Voting  Stock are in fact
         issued  or  outstanding),  but shall not  include  any other  shares of
         Voting Stock which may be issuable either immediately or at some future
         date pursuant to any agreement, arrangement, or

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         understanding or upon exercise of conversion  rights,  exchange rights,
         warrants, options, or otherwise.

                  (5) Offer.  The term "Offer" shall mean every written offer to
                  buy or acquire, solicitation of an offer to sell, tender offer
                  or request or invitation for tender of, a security or interest
                  in a security for value;  provided that the term "Offer" shall
                  not include (i) inquiries directed solely to the management of
                  the  Corporation  and  not  intended  to  be  communicated  to
                  stockholders  which are  designed to elicit an  indication  of
                  management's receptivity to the basic structure of a potential
                  acquisition  with  respect  to  the  amount  of  cash  and  or
                  securities,  manner of acquisition and formula for determining
                  price, or (ii)  non-binding  expressions of  understanding  or
                  letters  of  intent  with the  management  of the  Corporation
                  regarding the basic structure of a potential  acquisition with
                  respect to the  amount of cash  and/or  securities,  manner of
                  acquisition and formula for determining price.

                  (6)  Person.  The term  "Person"  shall  mean any  individual,
                  partnership, corporation, unincorporated association, or other
                  entity. When two or more Persons act as a partnership, limited
                  partnership,  syndicate,  association  or other  group for the
                  purpose of acquiring, holding or disposing of shares of stock,
                  such  partnership,  syndicate,  associate  or  group  shall be
                  deemed a "Person."

                  (7) Subsidiary.  "Subsidiary" means any corporation of which a
                  majority of any class of equity security is owned, directly or
                  indirectly, by the Person in question.

                  (8) Voting  Stock.  "Voting  Stock"  shall mean  shares of the
                  Corporation  entitled  to vote  generally  in an  election  of
                  directors.

         B. DIRECTORS, OFFICERS OR EMPLOYEES.  Directors, officers, or employees
         of the Corporation or any subsidiary  thereof shall not be deemed to be
         a group with respect to their  individual  acquisitions of any class of
         equity  securities  of the  Corporation  solely  as a  result  of their
         capacities as such.

         C.  SPECIAL   MEETINGS  OF   STOCKHOLDERS.   Special  meetings  of  the
         stockholders  of the Corporation may be called only by (i) the Board of
         Directors pursuant to a resolution  approved by the affirmative vote of
         a majority of the  directors  then in office,  (ii) the Chairman of the
         Board,  (iii)  the  President,   (iv)  stockholders,   if  all  of  the
         stockholders  representing  eighty percent of all the votes entitled to
         be cast on any issue to be  considered at the proposed  meeting,  sign,
         date,  and deliver to the  Corporation's  secretary one or more written
         demands for the meeting describing the purpose or purposes for which it
         is to be held or (v) stockholders,  if, in the case the Corporation has
         one hundred or fewer stockholders, twenty-five percent of all the votes
         entitled  to be cast on any  issue  to be  considered  at the  proposed
         meeting, sign, date, and deliver to the Corporation's  secretary one or
         more written demands for the meeting describing the purpose or purposes
         for which it is to be held.

         D. ACTION  WITHOUT A MEETING.  Notwithstanding  any other  provision of
         these Articles of Incorporation  or the Bylaws of the  Corporation,  no
         action  required  to be taken or which  may be taken at any  annual  or
         special meeting of stockholders of the Corporation may be taken without
         a meeting  unless the action is taken by all  shareholders  entitled to
         vote on the action.

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<PAGE>


         E. STOCKHOLDER  PROPOSALS.  At an annual meeting of stockholders,  only
         such new business shall be conducted,  and only such proposals shall be
         acted upon, as shall have been brought before the annual meeting by, or
         at the direction of, (a) the Board of Directors or (b) any  stockholder
         of the Corporation who complies with all the  requirements set forth in
         this Article.

                  Proposals, other than those made by or at the direction of the
         Board of Directors,  shall be made pursuant to timely notice in writing
         to the Secretary of the  Corporation as set forth in this Article.  For
         stockholder  proposals  to  be  included  in  the  Corporation's  proxy
         materials,  the  stockholder  must  comply  with  all  the  timing  and
         informational  requirements  of Rule 14a-8 of the Exchange  Act, or any
         successor  regulation.  With  respect to  stockholder  proposals  to be
         considered at the annual  meeting of  stockholders  but not included in
         the Corporation's  proxy materials,  the stockholder's  notice shall be
         delivered  to, or mailed  and  received  at,  the  principal  executive
         offices  of  the  Corporation  not  less  than  60  days  prior  to the
         anniversary  date  of  the  immediately  preceding  annual  meeting  of
         stockholders of the Corporation.  Such  stockholder's  notice shall set
         forth as to each matter the  stockholder  proposes to bring  before the
         annual meeting (a) a brief  description  of the proposal  desired to be
         brought before the annual  meeting and the reasons for conducting  such
         business  at the  annual  meeting,  (b) the name and  address,  as they
         appear on the  Corporation's  books, of the stockholder  proposing such
         business and, to the extent known, any other stockholders known by such
         stockholder to be supporting such proposal, (c) the class and number of
         shares of the  Corporation  stock which are  beneficially  owned by the
         stockholder on the date of such  stockholder  notice and, to the extent
         known,  by any  other  stockholders  known  by such  stockholder  to be
         supporting such proposal on the date of such  stockholder  notice,  and
         (d) any financial  interest of the  stockholder in such proposal (other
         than interests which all stockholders would have).

                  The Board of Directors may reject any stockholder proposal not
         timely made in accordance with the terms of this Article.  If the Board
         of Directors,  or a designated  committee thereof,  determines that the
         information  provided  in a  stockholder's  notice does not satisfy the
         informational requirements of this Article in any material respect, the
         Secretary of the Corporation  shall promptly notify such stockholder of
         the deficiency in the notice. The stockholder shall have an opportunity
         to cure the  deficiency  by  providing  additional  information  to the
         Secretary  within such period of time, not to exceed five days from the
         date such deficiency  notice is given to the stockholder,  as the Board
         of Directors  or such  committee  shall  reasonably  determine.  If the
         deficiency  is  not  cured  within  such  period,  or if the  Board  of
         Directors or such committee determines that the additional  information
         provided  by the  stockholder,  together  with  information  previously
         provided,  does not satisfy  the  requirements  of this  Article in any
         material  respect,   then  the  Board  of  Directors  may  reject  such
         stockholder's proposal. The Secretary of the Corporation shall notify a
         stockholder in writing whether his proposal has been made in accordance
         with  the  time  and   informational   requirements  of  this  Article.
         Notwithstanding the procedures set forth in this paragraph,  if neither
         the Board of Directors nor such committee makes a  determination  as to
         the validity of any stockholder proposal,  the presiding officer of the
         annual  meeting  shall  determine  and  declare at the  annual  meeting
         whether the stockholder  proposal was made in accordance with the terms
         of this Article. If the presiding officer determines that a stockholder
         proposal  was made in  accordance  with the terms of this  Article,  he
         shall so declare at the annual  meeting and  ballots  shall be provided
         for use at the  meeting  with  respect  to any  such  proposal.  If the
         presiding officer  determines that a stockholder  proposal was not made
         in accordance  with the terms of this  Article,  he shall so declare at
         the annual meeting and any such proposal shall not be acted upon at the
         annual meeting.


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<PAGE>

                  This  provision  shall  not  prevent  the   consideration  and
         approval or  disapproval  at the annual  meeting of report of officers,
         directors and  committees of the Board of Directors,  but in connection
         with such reports,  no new business  shall be acted upon at such annual
         meeting unless stated, filed and received as herein provided.

                                   ARTICLE 10.

RESTRICTIONS ON VOTING AND ACQUIRING THE CORPORATION'S COMMON STOCK.

         A. VOTING RESTRICTION.  Unless otherwise indicated in this Article, the
         definitions  and other  provisions  set forth in Articles 9.A, 9.B, and
         9.C are also applicable to this Article 10.  Notwithstanding  any other
         provision  of these  Articles of  Incorporation,  unless with the prior
         approval of two thirds (2/3) of the Board of Directors, no record owner
         of any outstanding Common Stock which is beneficially  owned,  directly
         or indirectly, by a Person (including Associates and Affiliates of such
         Person)  who,  as  of  any  record  date  for  the   determination   of
         stockholders  entitled  to vote  on any  matter,  beneficially  owns in
         excess  of 10% of the  then-outstanding  shares of  Common  Stock  (the
         "Limit"), be entitled or permitted to any vote in respect of the shares
         held in excess of the Limit.


         B.  ACQUISITION  RESTRICTION.  For a  period  of five  years  from  the
         completion of the conversion of Clayton County Federal Savings and Loan
         Association  from mutual to stock  form,  no Person  shall  directly or
         indirectly Offer to Acquire or Acquire the beneficial ownership of more
         than 10% of any class of an equity  security  of the  Corporation.  The
         foregoing  restriction shall not apply to (i) the purchase of shares by
         underwriters in connection with a public offering, or (ii) the purchase
         of  shares  by a  tax-qualified  employee  stock  benefit  plan  of the
         Corporation or Clayton County Federal Savings and Loan Association.

         C. BOARD DETERMINATIONS. The Board of Directors shall have the power to
         construe  and  apply the  provisions  of this  Article  and to make all
         determinations  necessary or desirable  to implement  such  provisions,
         including  but not limited to matters with respect to (i) the number of
         shares of Common Stock Owned by any Person, (ii) whether a Person is an
         Affiliate  of  another,  (iii)  whether  a  Person  has  an  agreement,
         arrangement,  or understanding  with another as to the matters referred
         to in the definition of beneficial  ownership,  (iv) the application of
         any other definition or operative provision of the Article to the given
         facts, or (v) any other matter relating to the  applicability or effect
         of this Article.  The Board of Directors shall have the right to demand
         that any  person who is  reasonably  believed  to own  Common  Stock in
         excess of the Limit (or holds of record Common Stock beneficially owned
         by any  person in excess of the  Limit)  supply  the  Corporation  with
         complete  information  as to (i)  the  record  owner(s)  of all  shares
         beneficially  owned  by  such  person  who is  reasonably  believed  to
         beneficially own shares in excess of the Limit,  (ii) any other factual
         matter relating to the  applicability  or effect of this Article as may
         reasonably   be   requested   of  such   person.   Any   constructions,
         applications,  or  determinations  made  by  the  Board  of  Directors,
         pursuant  to  this  Article  in good  faith  and on the  basis  of such
         information  and assistance as was then  reasonably  available for such
         purpose shall be conclusive  and binding upon the  Corporation  and its
         stockholders.

         D.  ENFORCEABILITY.  In the event any provision (or portion thereof) of
         this Article shall be found to be invalid,  prohibited or unenforceable
         for any reason, the remaining  provisions (or portions thereof) of this
         Article shall remain in full force and effect, and shall be construed

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<PAGE>



         as if such  invalid,  prohibited  or  unenforceable  provision had been
         stricken  here from or otherwise  rendered  inapplicable,  it being the
         intent  of  this  Corporation  and  its  stockholders  that  each  such
         remaining provision (or portion thereof) of this Article remain, to the
         fullest extent  permitted by law,  applicable and enforceable as to all
         stockholders, including stockholders owning an amount of stock over the
         Limit, notwithstanding any such finding.

                                   ARTICLE 11.

         APPROVAL OF BUSINESS COMBINATIONS AND FAIR PRICE REQUIREMENTS.

         A. GENERAL REQUIREMENT. The Corporation hereby elects to be governed by
         the  provisions  set forth in the Code ss.ss.  14-2-1131  to  14-2-1133
         pertaining  to  business  combinations  with  interested   shareholders
         ("Business Combinations"),  or any successor law or regulation, and the
         Code ss.ss. 14-2-1110 to 14-2-1113 ("Fair price requirements"),  or any
         successor law or regulation.

         B. ADDITIONAL  PROVISIONS.  Nothing  contained in this Article shall be
         construed to relieve an  interested  shareholder  as defined under Code
         ss.ss.  14-2-1110  and  14-2-1112,  or any  successor law or regulation
         ("Interested  Shareholder"),  from any fiduciary  obligation imposed by
         law. In addition,  nothing  contained in this Article shall prevent any
         stockholders  of  the  Corporation   from  objecting  to  any  Business
         Combination  and from  demanding  any  appraisal  rights  which  may be
         available to such Interested Shareholder.

         C.  Notwithstanding  Article 12 or any  provisions of these Articles of
         Incorporation or the Bylaws of the Corporation (and notwithstanding the
         fact that a lesser  percentage  may be specified by law, these Articles
         or the Bylaws of the Corporation),  the affirmative vote of the holders
         of at least 80% of the  outstanding  shares  entitled  to vote  thereon
         (and,  if any class or series is entitled to vote  thereon  separately,
         the affirmative  vote of the holders of at least 80% of the outstanding
         shares of each such  class or  series)  shall be  required  to amend or
         repeal this Article 11 or adopt any provisions  inconsistent  with this
         Article 11.

                                   ARTICLE 12.

         AMENDMENT.  The  Corporation  reserves the right to amend or repeal any
         provision  contained in these Articles of  Incorporation  in the manner
         prescribed by the laws of the State of Georgia and all rights conferred
         upon  stockholders are granted subject to this  reservation;  provided,
         however,  that notwithstanding any other provision of these Articles of
         Incorporation  or any provision of law which might  otherwise  permit a
         lesser  vote or no vote,  but in addition to any vote of the holders of
         any class or series of the stock of this Corporation required by law or
         by these Articles of Incorporation, the affirmative vote of the holders
         of at least 80% of the then outstanding  shares of the class or classes
         entitled to vote at that  meeting,  voting  together as a single class,
         shall be required to amend or repeal this  Article 12, and  Articles 6,
         7.C, 7.E, 8, 9, 10, and 11 of these Articles of Incorporation.

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