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                                 EXHIBIT 10.34

                            PREMIER BANCSHARES, INC.

                               STOCK OPTION PLAN
                       FOR THE MARKETING AND DEVELOPMENT
                            BOARD OF GWINNETT COUNTY
                 (Formerly, Citizens Gwinnett Bankshares, Inc.
                          Directors Stock Option Plan)

1.   Purpose.
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     The Premier Bancshares, Inc. Stock Option Plan For The Marketing and
Development Board of Gwinnett County (the "Plan"), formerly the Citizens
Gwinnett Bankshares, Inc. Directors Stock Option Plan (the "Predecessor Plan"),
is intended to promote the best interests of Premier Bancshares, Inc. (the
"Company") and its shareholders by rewarding the continued active service of
individuals who serve on the Company's Marketing and Development Board of
Gwinnett County (the "Advisory Board").  This purpose will be carried out
through the granting of stock options ("options") to acquire shares of the
common stock of the Company (the "Common Stock") to eligible individuals.  Such
options are not intended to qualify as incentive stock options under Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").  The Plan amends
and restates the Predecessor Plan.  (Unless otherwise indicated by the context
herein, reference to the "Company" includes the Company and its related
corporations.)

2.   Effective Date and Term of Plan.
     ------------------------------- 

     The Plan became effective on January 1, 1995 upon its approval by the
shareholders of Citizens Gwinnett Bankshares, Inc. ("Citizens") and was assumed
by the Company as of the effective time of the merger of Citizens with and into
the Company pursuant to the Agreement and Plan of Reorganization (the "Merger
Agreement") dated June 24, 1997, as amended, between the Company and Citizens.
The Plan shall remain in effect until April 31, 1999.

3.   Administration of the Plan.
     -------------------------- 

          (a) The Plan shall be administered by the Board and, subject to the
     provisions of this Plan, the Board shall have full and final authority to
     interpret the Plan, adopt, amend and rescind rules and regulations relating
     to the Plan, and make all other determinations and take all other actions
     necessary and advisable for the administration of the Plan.
     Notwithstanding the foregoing, the Board may, in its discretion, delegate
     all or part of its authority to administer the Plan to the Compensation
     Committee of the Company, or to such other committee to whom it deems
     advisable to so delegate, and in the event of such delegation, references
     to the Board shall (except for Section 10 herein), include the committee
     authorized to administer the plan.

          (b) The Board shall act by a majority of its members then in office.
     Decisions and determinations of the Board on all matters relating to the
     Plan shall be in its sole discretion 
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     and shall be conclusive. No member of the Board shall be liable for any
     action taken or decision made in good faith relating to this Plan or any
     grant hereunder.

4.   Stock Subject to the Plan.
     ------------------------- 

     At the time of its adoption by Citizens, 112,000 shares  (after giving
effect to the exchange ratio) of Citizens common stock were authorized for
issuance and delivery by exercise of options to be granted under the Predecessor
Plan, subject to adjustment as provided in this Plan.  As of the date of the
Company's assumption of the Predecessor Plan pursuant to the terms of the Merger
Agreement, a total of 44,800 shares of the Company's common stock (the "Common
Stock") were available for issuance under the Plan.  If any option issued under
this Plan shall expire, terminate or be canceled for any reason prior to its
exercise in full, then the shares of Common Stock subject to such option shall
be added to the shares of Common Stock otherwise available for issuance pursuant
to the exercise of options under the Plan.

5.   Terms and Conditions of Stock Options.
     ------------------------------------- 

     Each option granted under the Plan shall be evidenced by an option
agreement in such form, not inconsistent with this Plan, as the Board shall
approve from time to time, which option agreement shall comply with and be
subject to the following terms and conditions.

          (a) Eligibility.  Options may be granted only to individuals who are,
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     at the time of grant, members of the Marketing and Development Board for
     Gwinnett County (as previously defined, the "Advisory Board").  Such
     individuals may be employees or non-employees of the Company or a related
     corporation.  Persons who are eligible to participate in the Plan are
     referred to herein individually as a "Participant."

          (b) Annual Option Grants.  On each of April 1, 1998 and April 1, 1999,
              --------------------                                              
     each Participant who, during the previous fiscal year (or portion thereof
     after the effective time, as defined in the Merger Agreement), attended at
     least 75% of the meetings of the Advisory Board (unless a majority of the
     Board of the Company determines to excuse for good cause such lack of
     attendance) shall be granted on such date an option to purchase 3,200
     shares of Common Stock for such service on the Advisory Board.

          (c) Option Exercise Price.  The option exercise price for each option
              ---------------------                                            
     granted under the Plan shall be the book value per share as of December 31
     of the fiscal year for which the option was granted.  "Book Value" for
     purposes of this Plan shall be determined by the Company's independent
     certified public accountants and such calculations shall be deemed
     conclusive for purposes of this Plan.

          (d) Exercise of Option.  Options may be exercised only by written
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     notice to the Company, accompanied by payment, in cash or check payable to
     the Company, of the full exercise price for the shares as to which they are
     exercised.

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          (e) Term.  An option granted under the Plan shall not be exercisable
              ----                                                            
     after the expiration of ten years from the date of grant.

          (f) Termination of Service.  The options granted under this Plan shall
              ----------------------                                            
     not be subject to earlier termination in the event of the cessation for any
     reason of a Participant's service on the Advisory Board.

          (g) Nontransferability.  An option granted under this Plan shall be
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     transferable only by will or by the laws of descent and distribution and
     during a recipient's lifetime shall be exercisable only by the recipient to
     whom the option is granted. Except as permitted by the preceding sentence,
     each option granted under this Plan shall not be transferred, assigned,
     pledged or hypothecated in any way (whether by operation of law or
     otherwise) and the option shall not be subject to execution, attachment or
     civil process. In the event of any attempt to transfer, assign, pledge,
     hypothecate or otherwise dispose of any option contrary to the provisions
     of the Plan or upon the levy or any attachment or similar process upon such
     option, the option shall immediately become null and void.

          (h) Additional Terms.  Each option agreement may contain such other
              ----------------                                               
     terms and conditions not inconsistent with the provisions of the Plan as
     the Board may deem appropriate from time to time.

6.   Stock Adjustments; Changes in Capitalization.
     -------------------------------------------- 

     If there is any change in the outstanding shares of Common Stock of the
Company as a result of a merger, consolidation, reorganization, stock dividend,
stock split distributable in shares, or other change in the capital stock
structure of the Company, the Board shall make such adjustments to Options,  to
the number of shares reserved for issuance and issuable under the Plan, and to
any provisions of this Plan as the Board deems equitable to prevent dilution or
enlargement of Options or otherwise advisable to reflect such change.  No
fractional shares will be issued under the Plan on account of any such
adjustment.

7.   Limitation of Rights.
     -------------------- 

          (a) No Right to Continue as Member of Advisory Board.  Neither the
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     Plan, nor the granting of any options, nor any other action taken pursuant
     to the Plan, shall constitute evidence of any agreement or understanding,
     express or implied, that the Company will retain a Participant as a member
     of the Advisory Board for any period of time, or at any particular rate of
     compensation.

          (b) No Shareholder's Rights for Options.  The holder of any options
              -----------------------------------                            
     granted under the Plan shall have no rights as a shareholder with respect
     to the shares of Common Stock covered by such options until the date of the
     issuance to such holder of a stock certificate therefor, and no adjustment
     shall be made for dividends or other rights for which the record date is
     prior to the date such certificate is issued.

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8.   Withholding Taxes.
     ----------------- 

     Whatever shares of Common Stock are to be issued and delivered under the
Plan, the Company shall have the right, at or prior to the delivery of any
certificate or certificates for such shares, to require the recipient to remit
to the Company, in the form of cash or check payable to the order of the
Company, an amount sufficient to satisfy withholding requirements with respect
to federal, state and local income and employment taxes

9.   Amendment, Modification and Termination.
     --------------------------------------- 

     The Board at any time may terminate and in any respect amend or modify the
Plan; provided, however, that no amendment, modification or termination of the
Plan shall adversely affect the rights of any recipient with respect to any
outstanding option without such recipient's written consent thereto.

10.  Notices.
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     All notices or other communications hereunder must be in writing and will
be deemed given on the date delivered if delivered in person, or on the third
business day after mailed by depositing the same postage prepaid in a post
office addressed to the Company at its principal office and to any other person
at their last known address furnished to the Company.

11.  Restrictions on Shares.
     ---------------------- 

     The Company may impose such restrictions on shares acquired upon exercise
of options granted under the Plan as it may deem advisable, including, without
limitation, restrictions necessary to ensure compliance with the Securities Act,
under the requirements of any applicable self-regulatory organization and under
any blue sky or state securities laws applicable to such shares. The Company may
cause a restrictive legend to be placed on any certificate issued pursuant to
the exercise of an option in such form as may be prescribed from time to time by
applicable laws and regulations or as may be advised by legal counsel to the
Company.

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          IN WITNESS WHEREOF, this Premier Bancshares, Inc. Stock Option Plan
For The Marketing and Development Board of Gwinnett County has been executed in
behalf of the Company effective as of the 12th day of December, 1997.


                              PREMIER BANCSHARES, INC.



                              By: /s/ Darrell D. Pittard
                                 ------------------------------------
                                  Darrell D. Pittard
                                  Chairman of the Board and
                                  Chief Executive Officer
Attest:


/s/ Barbara J. Burtt
---------------------------
Barbara Burtt, Secretary

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