Exhibit 10.2

Summary of the Georgia Bancshares, Inc. 401K Plan







<PAGE>

                            Summary Plan Description


================================================================================

                                  Prepared for



                               The Bank of Georgia

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Introduction

Effective  01-01-2000,  The Bank of Georgia  has adopted the The Bank of Georgia
401(k)  Plan  designed  to help  you  meet  your  financial  needs  during  your
retirement  years.  The plan sequence  number,  which  identifies  the number of
qualified  plans  The Bank of  Georgia  currently  maintains  or has  previously
maintained, is 001.

To  become a  Participant  in the  Plan,  you must  meet the  Plans  eligibility
requirements.  Once you become a Participant,  The Bank of Georgia will maintain
an  Individual  Account for you. Each Plan Year your account will be adjusted to
reflect  contributions,  gains,  losses,  etc. The percentage of your account to
which you will be entitled when you terminate  employment  depends on the Plan's
vesting schedule. These features are explained further in the following pages.

The actual Plan is a complex legal  document that has been written in the manner
required by the Internal  Revenue  Service (IRS) and is referred to as the Basic
Plan  Document.  This  document is called a Summary Plan  Description  (SPD) and
explains and summarizes the important  features of the Basic Plan Document.  The
Bank of Georgia may make  contributions  to this Plan.  In addition,  you may be
able to elect to reduce your  annual  taxable  income by  deferring a portion of
your  Compensation  into the Plan as Employee 401(k)  Contributions.  You should
consult the Basic Plan Document for technical and detailed Plan provisions.  The
legal  operation of the Plan is  controlled  by the Basic Plan  Document and not
this SPD.

If at any time you have specific  questions about the Plan as it applies to you,
please bring them to the attention of the Plan  Administrator  whose address and
telephone  number  appear in Section One of this SPD.  You may also  examine the
Basic Plan Document itself at a reasonable time by making  arrangements with the
Plan Administrator.



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Contents of the Summary Plan Description

         SECTION ONE          DEFINITIONS

         SECTION TWO          ELIGIBILITY AND PARTICIPATION
                              Information in this section includes:
                              Eligible Classes of Employees
                              Age and Service Requirements
                              How Hours of Service Are Counted
                              When You Can Participate in the Plan

         SECTION THREE        FUNDING AND ADMINISTRATION OF THE PLAN
                              Information in this section includes:
                              Plan Contribution Sources, Allocations and
                                 Limitations
                              Compensation
                              Plan Administration and Management
                              Self Direction of Investments

         SECTION FOUR         DISTRIBUTION OF BENEFITS AND VESTING
                              Information in this section includes:
                              Benefit Eligibility
                              Distribution of Benefits
                              How Your Vested Amount is Determined
                              Restrictions or Penalties on Distributions
                              Payouts to Your Beneficiaries

         SECTION FIVE         CLAIMS PROCEDURE
                              Information in this section includes:
                              What to do to Receive Benefits
                              How to File a Claim

         SECTION SIX          MISCELLANEOUS
                              Information in this section includes:
                              Break in Service Situations
                              Plan Termination

         SECTION SEVEN        RIGHTS UNDER ERISA
                              Information in this section includes:
                              The Rights and Protections a Plan Participant is
                              Entitled to Under the Employee Retirement Income
                              Security Act



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<PAGE>



SECTION ONE:  DEFINITIONS

The  following  definitions  are used in the text of this SPD.  These  words and
phrases are capitalized throughout the SPD for ease of reference,

Compensation - means the earnings paid to you by The Bank of Georgia.
------------

Employee - means any person employed by The Bank of Georgia.
--------

Employee 401(k)  Contributions - means the dollars you put into the Plan through
-----------------------------
before-tax payroll deductions.

Employer - means The Bank of Georgia, the corporation maintaining this Plan.
--------

Employer Contribution - means the amount  contributed to the Plan on your behalf
---------------------
by The Bank of Georgia.

Individual Account - means the contribution  account  established and maintained
------------------
for you which is made up of all contributions made by you or on your behalf.

Matching  Contribution - means a contribution made by The Bank of Georgia to the
----------------------
401(k) Plan on your behalf based upon your Employee 401(k) Contributions.

Participant - means an Employee who has met the  eligibility  requirements,  has
-----------
entered the Plan, and has become  eligible to make or receive a contribution  to
his or her Individual Account.

Payroll  Deduction  Form - means the agreement you sign to authorize The Bank of
------------------------
Georgia to deduct your Employee 401(k)  Contributions from your Compensation and
put them into the 401(k) Plan.

Plan - means the  specific  retirement  Plan The Bank of Georgia has set up. The
----
Plan is governed by a legal document  containing  various technical and detailed
provisions. The Plan Administrator has a copy of the Plan document.

Plan Year - means the calendar year.
--------


SECTION TWO:  ELIGIBILITY AND PARTICIPATION

ELIGIBLE CLASSES OF EMPLOYEES

You will  generally be eligible to become a Participant in the Plan alter having
satisfied the age and service requirements.  Even if you satisfy the eligibility
criteria,  however you are not eligible to  participate  if you are covered by a
collective  bargaining  agreement (e.g.,  union



                                       3
<PAGE>

agreement) unless the agreement  requires you to be eligible.  In addition,  you
are ineligible if you are a nonresident  alien and receive no earned income from
The Bank of Georgia within the United States.

AGE AND SERVICE REQUIREMENTS

Employee 401(k) and Matching Contributions
------------------------------------------

You will become eligible to enter the Plan,  make Employee 401(k)  Contributions
and receive  Matching  Contributions  after you have completed 1 year of service
for The Bank of Georgia and attained the age of 2l.

The age and service  requirements,  however, do not apply if you are employed by
The Bank of Georgia on 01-01-2000, the effective date of the Plan.

Profit Sharing contributions
----------------------------

You  will  become  eligible  to  enter  the  Plan  and  receive  profit  sharing
contributions after you have performed 1 year of service for The Bank of Georgia
and attained the age of 21.

The age and service  requirements,  however, do not apply if you are employed by
The Bank of Georgia on the effective date of this Plan.

You will be credited with a year of service for eligibility purposes if you work
1000 or more hours during the year.

HOW HOURS OF SERVICE ARE COUNTED

Your hours of service are generally  counted on the basis of weeks  worked.  You
will receive  credit for 45 hours of service for each week you are credited with
at least one hour of service.  Instead of counting hours of service for purposes
of determining your number of Years of Eligibility  Service,  however,  you will
receive  credit for the period of time during  which you are paid or entitled to
pay from The Bank of  Georgia  for each type of  contribution  for which you are
required to perform a fractional Year of Eligibility Service.

WHEN YOU CAN PARTICIPATE IN THE PLAN

After you have met the eligibility  requirements,  you will become a Participant
in the Plan on the  applicable  entry  date(s).  During each Plan Year there are
generally at least two entry dates. The Bank of Georgia has designated the first
day of each  quarter as the entry  date(s) for this Plan.  You will  continue to
participate in the Plan as long as you do not incur a break in service.  A break
in service is a 12  consecutive  month  period  during which you fail to work in
excess of 500 hours.  However,  no break in service will occur if the reason you
did not work more than the  required  number of hours  was  because  of  certain
absences due to birth,  pregnancy or adoption of children,  military  service or
other service during a national

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emergency  during  which  your  re-employment  under a  federal  or state law is
protected and you do, in fact, return to work within the time required by law.

SECTION THREE:   PLAN FUNDING AND ADMINISTRATION

PLAN CONTRIBUTION SOURCES, ALLOCATIONS AND LIMITATIONS

Employee 401(k) Contributions
-----------------------------

Effective 03-01-2000 (or the date you begin participating in the Plan, if later)
you may make before-tax  contributions  to the Plan through  payroll  deduction.
Such contributions are called Employee 401(k) Contributions.

To begin making  Employee  401(k)  Contributions,  you must  complete and sign a
Payroll Deduction Form. Once you become eligible to participate in the Plan, The
Bank of Georgia will provide you with such form.

For example, assume your compensation is $15,000 For Plan Year 1998, you wish to
make an Employee 401(k)  Contribution  to the Plan and sign a Payroll  Deduction
Form authorizing an Employee 401(k) Contribution of 5% of your Compensation.  As
a result,  The Bank of Georgia will pay you $14,250 as gross taxable  income and
will deposit your 5% Employee 401(k)  Contribution (i.e. $750) into the Plan for
you.

Limits on Employee 40l(k) Contributions
---------------------------------------

Federal  tax laws and plan  documents  govern  the  amount  of  Employee  401(k)
Contributions  which you may make.  Specifically,  federal law places two annual
limitations on the amount you may defer into a 401(k) plan - an individual limit
and an average limit.

Individual Limit

Federal  tax law limits the amount you can put into the Plan during each of your
tax years  (generally,  a calendar year).  For 2000, the limit is $10,500.  This
amount is indexed  periodically for changes in the  cost-of-living  index.  This
limit applies to all Employee 401(k) Contributions you make during your tax year
to any 401(k) plans maintained by your present or former employers.

If you defer  more than you are  allowed,  you must  submit in  writing  for the
return of the excess to The Bank of Georgia no later than March 1.

The excess  amount and any earnings you may have  received on the excess must be
taken our of the Plan by April 15 of the year  following the year the money went
into the  Plan.  The  excess  amounts  will  appear on your Form W-2 and will be
taxable  income  for the year in which you put the  excess  into the Plan if the
excess is not removed from the Plan by April 15, you will have to pay additional
income tax.



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EXAMPLE: You deferred $100 more than the law allows in 1998 and you had earnings
of $10 on the excess. You removed your $100 excess and the $10 earnings by April
15,  1999.  The excess  will be  reported on your 1998 Form W-2 and you will pay
income tax on that amount.

Average Limits

Tax law defines a group of an employer's employees  known as highly  compensated
employees. Highly compensated employees making Employee 401(k) Contributions are
limited in the  percent  of their  compensation  which  they defer  based on the
average percent of compensation deferred by the non-highly  compensated group of
employees  during  the Plan  Year.  If these  limits  apply to you,  The Bank of
Georgia can give you additional information about them.

Plan Specific Limitations

Upon completion of a Payroll  Deduction Form, your  compensation will be reduced
each pay period by the percent  you  specify The Bank of Georgia  permits you to
defer a percentage of your  Compensation from 1% to 15% in increments of 1% each
Plan Year.

To change the amount of your Employee  40l(k)  Contributions,  you must complete
and sign a revised  Payroll  Deduction Form and return it to The Bank of Georgia
at least 30 days before the change  will take effect or a lesser  number of days
if The Bank of Georgia permits.  The Bank of Georgia will establish  uniform and
nondiscriminatory  rules  regarding  when you may change your Payroll  Deduction
form.

To discontinue making Employee 401(k) Contributions you must complete and sign a
revised Payroll  Deduction Form. The Bank of Georgia will establish  uniform and
nondiscriminatory  rules  regarding when you may resume making  deferrals if you
stop.

Matching Contributions
----------------------

Individual Limits

Matching  Contributions are Employer  Contributions which are contributed to the
Plan based on your Employee 401(k)  Contributions.  Effective 03-01-2000 (or the
date you begin  participating  in the Plan,  if later).  The Bank of Georgia may
make Matching  Contributions  to the Plan equal to a percentage of your Employee
401(k) Contributions which The Bank of Georgia will determine each year.

To share in the Matching Contribution, you must be a Participant in the Plan on
at least one day of the Plan Year and make Employee 401(k) Contributions.




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<PAGE>



Average Limits

Tax law defines a group of an employer's  employees known as highly  compensated
employees.  Highly compensated  employees  receiving Matching  Contributions are
limited in the amount of Matching  Contributions which they may receive based on
the average Matching Contribution (as a percent of compensation) received by the
non-highly  compensated group of employees during the Plan Year. If these limits
apply to you,  The Bank of Georgia  can give you  additional  information  about
them.


Profit Sharing Contributions
----------------------------

Each year,  the managing body of The Bank of Georgia will  determine the amount,
if any, which it will contribute to the Plan. Employer Contributions to a profit
sharing  plan in general can range from 0% to 15% of  participants  compensation
each year.

If  you  satisfy  the   requirements  and  are  entitled  to  a  profit  sharing
contribution,  the profit sharing  contribution you are entitled to will consist
of  two  pans,  a  base  contribution  and  an  excess  contribution.  The  base
contribution  will be a percentage of your  Compensation  up to the Taxable Wage
Base. The excess  contribution will be a percentage of your  Compensation  above
the Taxable Wage Base.

Rollover Contributions
----------------------

The Bank of Georgia  allows you to make  rollover  contributions,  regardless of
whether you have become a Participant  in the Plan.  You are 100% vested in your
rollover  contributions  at all times and may withdraw them from the Plan at any
time.

Annual Additions Limitation
---------------------------

In spite of the contribution/allocation  formulas described earlier, federal law
limits the annual amount which may be allocated to your account to the lesser of
$30,000 or 25% of your Compensation.

COMPENSATION

The definition of compensation for plan purposes can vary for many reasons.  For
example,  federal tax law may require use of one definition of compensation  for
nondiscrimination  testing and another  definition for  contribution  allocation
purposes.  In addition,  federal tax law permits  employers  such as The Bank of
Georgia to choose the  definition of  compensation  which will be used for other
purposes.  Regardless of the various  definitions of compensation  which tiny be
required or allowed,  however,  in the event your Compensation  exceeds $150,000
per year,  only the first  $150,000  will be counted as  Compensation  under the
Plan. This $150,000 cap will be adjusted  periodically  by the Internal  Revenue
Service for  increases in the  cost-of-living.  (For Plan Years  beginning on or
after January 1, 1997, the $150,000 cap



                                       7
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is increased to $160,000.)

Also, if you satisfy the eligibility  requirements  and enter the Plan on a date
other  than the first  day of the year over  which  your  Compensation  is to be
determined,  the  Compensation  earned during the year,  but prior to your entry
into the Plan will be included.

The Bank of  Georgia  has  elected  to use your Plan Year W-2  compensation  for
purposes of this Plan. Your Compensation, however, will be adjusted as described
below.

For purposes of determining your Compensation,  elective deferrals you make to a
The Bank of Georgia  cafeteria,  401(k),  salary  deferral SEP or tax  sheltered
annuity plan will be included.

PLAN ADMINISTRATION AND MANAGEMENT

All contributions made to the Plan on your behalf will be placed in a trust fund
established  to hold  dollars for the benefit of all  Participants.  The Bank of
Georgia  will  establish  and  maintain  an  Individual  Account for you and all
Participants.  Your  Individual  Account will be used to track your share in the
total trust fund.

This Plan allows you to direct the  investment of the assets in your  Individual
Account.  The Bank of  Georgia  will  establish  uniform  and  nondiscriminatory
policies describing how and when you may provide investment directions. You will
be  responsible  for any  expenses  and  losses  resulting  from your  choice of
investments.

SECTION FOUR:   DISTRIBUTION OF BENEFITS AND VESTING

BENEFIT ELIGIBILITY

Certain  events  must occur  before  you may  withdraw  money from the Plan.  In
general,  benefits  may  be  withdrawn  upon  termination  of  employment  after
attaining normal retirement age or upon Plan termination.  Normal retirement age
under this Plan is age 65.

You may withdraw all or a portion of the vested Employer Contributions if you:

     o   terminate employment before attaining normal retirement age

     o   become disabled

     o   attain normal retirement age but continue to work

In addition, you may withdraw your Employee 401(k) Contributions if you:

     o   incur a financial hardship

Under your Plan,  the only  financial  needs  which are  considered  to meet the
financial  hardship  requirements  are the following items:  deductible  medical
expenses for you or your immediate



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<PAGE>

family,  purchase of your principal  residence,  payment of tuition for the next
quarter or semester for you or your immediate family or to prevent eviction from
your home or foreclosure upon your principal residence.  A hardship distribution
cannot exceed the amount of your immediate and heavy financial need and you must
have  obtained  all  distributions  and all  nontaxable  loans  from  all  Plans
maintained  by  The  Bank  of  Georgia  prior  to  qualifying   for  a  hardship
distribution.  Hardship  distributions  are  subject  to a 10%  penalty  tax  if
received before you reach age 59 1/2.

DISTRIBUTION OF BENEFITS

Form of Payment
---------------

Payments from the Plan that are eligible rollover  distributions can be taken in
two ways. You may have all or any portion of your eligible rollover distribution
either (1) paid in a direct  rollover to an IRA or another  employer plan or (2)
paid to you.  If you  choose to have your Plan  benefits  paid to you,  you will
receive  only 80% of the  payment,  because  The Bank of Georgia is  required to
withhold 20% of the payment and send it to the IRS as income tax  withholding to
be credited against your taxes.

The Bank of Georgia will give you more information about your options around the
time you request your payout from the Plan. That  information  will, among other
things, define an eligible rollover distribution.

If your vested Individual Account (i.e., the amount of money in the Plan you are
entitled to) is no more than $5,000, your benefits will be paid, either directly
to you or as a direct rollover to an IRA or another plan in a single lump sum
payment.

If your vested Individual Account balance is more than $5,000, your payouts will
be in the form of an annuity,  unless the annuity  option is waived.  An annuity
will  provide  you with a series of  periodic  payments,  usually  monthly.  The
annuity must be purchased  from an insurance  company.  The size of the payments
you receive from the annuity will depend upon many factors  including  the value
of your vested Individual Account balance.

If you are married, the annuity will provide monthly payments for as long as you
or your  spouse  live.  This Type of  annuity  is  called a joint  and  survivor
annuity. If you die before your spouse, the monthly payments to your spouse will
be a percentage of the payments you had been  receiving  before your death.  The
survivor annuity is equal to 50%.

If you are not  married,  the type of annuity you will  receive will provide you
with monthly payments for as long as you live.

If you do not want an annuity payout, you may choose other types of payments. To
waive the annuity  option you must fill out and sign a waiver  form.  If you are
married  your spouse must consent to and sign the waiver form in the presence of
a notary public. You and your spouse may sign the waiver form any time within 90
days of the start of your payments.



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<PAGE>

EXAMPLE: Bill wants to start receiving money on March 31,1998. He and his spouse
can sign the waiver form any time from January 1 through  March 31,  1998.  Bill
can now take his money in another form, such as a single lump sum payment.

Contributions  made to the Plan by you or on your behalf may be used to purchase
units in various  investment  funds.  The value of these funds can change daily.
Because  the  value of your  units can  change  daily,  the value  shown on your
statement(s) may be different than the actual amount you receive for a payout.

Timing of Benefit Payments
--------------------------

If the value of your  Individual  Account is no more than  $55,000,  The Bank of
Georgia  may direct  that your  benefits be paid within 90 days after the end of
the Plan Year in which you become eligible to receive them.

If your  account is more than  $5,000,  your funds may be left in the Plan until
you submit a written  request to The Bank of Georgia for payment.  However,  you
must begin taking required minimum distributions at age 70 1/2 if you are a five
percent or more owner of your  Employer.  If you are nor a five  percent or more
owner,  you must begin taking required  minimum  distributions  from the Plan by
April 1 of the year  after  the year in which  you turn age 70 1/2 or, if later,
April 1 of the year after the year in which you separate from service.  The Bank
of Georgia can provide you with the proper request forms. Once you have returned
the completed request to The Bank of Georgia, payment will be made no later than
90 days after the close of the Plan Year in which The Bank of  Georgia  received
your request.

Required Minimum Distributions
------------------------------

The tax laws and regulations  require you to start taking minimum  distributions
from the Plan by April 1 of the  year  after  the year in which  you turn 70 1/2
years of age if you are a five  percent or more owner of your  Employer.  If you
are  not  a  five  percent  or  more  owner,   you  must  begin  making  minimum
distributions  from the Plan by April 1 of the year  after the year in which you
turn age 70 1/2 or,  if later,  April 1 of the year  after the year in which you
separate from service. Minimum distributions must continue every year thereafter
and must be taken by December 31. In general,  the amount of the annual  minimum
distribution is determined by dividing the balance in your Individual Account by
your  life  expectancy  or the  joint  life  expectancy  of you  and  your  Plan
beneficiary.

DETERMINING YOUR VESTED AMOUNT

Amount of Benefit
-----------------

Whether you receive the full value of your account(s)  depends on the reason you
are receiving the distribution and your vested percentage in your contributions.
Your  distribution  will be the full value of your Individual  Account (that is,
you will be 100% vested) if you reach normal

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<PAGE>

retirement age, The Bank of Georgia  terminates  this Plan,  there is a complete
discontinuance  of  contributions  to the Plan, you die,  become disabled or you
satisfy the early retirement age provisions.

However, if you terminate employment and thus become eligible for a distribution
from  the  Plan,  your  distribution  will be only  the  vested  amount  in your
Individual Account.  Loss, denial or reduction of anticipated benefits may occur
if you terminate employment before becoming fully vested, or if all or a portion
of your benefit is set aside for an alternate  payee under a qualified  domestic
relations order (QDRO).  You may also lose your benefit if you cannot be located
when benefit becomes payable to you.

However, the vested amount of your Individual Account will depend upon the types
of contributions made to your account.  You will be fully vested at all times in
all Employee 401(k) Contributions.

Your vested  amount is determined by  multiplying  the value of your  Individual
Account subject to the plan's vesting schedule by the applicable percentage from
the  vesting  schedule.   The  vesting  schedule  determines  how  rapidly  your
Individual Account balance becomes nonforfeitable based on years of service.

EXAMPLE:  Assume  you have  $10,000  attributable  to  employer  profit  sharing
contributions  in your  Account and you  terminate  employment  when you are 40%
vested.  Your  vested  amount  of the  profit  shading  would be  $4,000  (.40 x
$10,000).  To this sum, you would add those contributions which you made to your
401(K).  Thus, if you have deferred $3,000 and the vested portion of your profit
sharing is $4,0O0,  the total value of your account when you terminate  would be
$7,000.

You will  generally  be vested in your  Individual  Account  derived from profit
sharing contributions and forfeitures according to the following schedule.

Years of Vesting Service   Vested Percentage
--------------------------------------------
       1                         0%
       2                         33%
       3                         66%
       4                         100%

You will generally be vested in your  Individual  Account  derived from Matching
Contributions and forfeitures according to the following schedule.

Years of Vesting Service   Vested Percentage
--------------------------------------------
       1                         0%
       2                         33%
       3                         66%
       4                         100%



                                       11
<PAGE>

Vesting Schedule for Top-Heavy Plans
------------------------------------

A  top-heavy  plan is one in which more than 60% of the value of the plan assets
is credited to the accounts of certain  officers,  shareholders  and highly paid
Participants. These individuals are called key employees.

The top-heavy  vesting schedule will not apply if the vesting schedule  selected
by your  Employer  provides for faster  vesting.  For  example,  if The Bank of
Georgia has selected the 100% vesting schedule (under which all Participants are
100% vested at all times) and the Plan becomes top-heavy,  that vesting schedule
selected by The Bank of Georgia  will remain in effect  because it provides  for
more rapid vesting.

Years of Vesting Service
------------------------

You must  provide a minimum  of 1000  hours of  service  to  complete  a year of
vesting  service,  in addition,  you must exceed 500 hours of service to avoid a
break in vesting service.

All of your  years of  service  with The Bank of  Georgia  are  counted  for the
purpose of determining your vested percentage.

Profit Sharing Contribution Forfeitures
---------------------------------------

If you are not 100% vested and  receive a  distribution  of your profit  sharing
contributions,  the  dollars  left in the Plan are called  forfeitures.  In your
Plan,  forfeitures  are a1located to the  remaining  Plan  Participants.  If you
return to work for The Bank of Georgia  before  incurring five  consecutive  one
year breaks in service, you may recapture the forfeited benefit. Generally, your
forfeited  benefit  will be restored  immediately  by The Bank of Georgia if you
have not incurred five  consecutive  one year breaks in service,  and if you pay
back to the Plan the distribution which you received.

Matching Contribution Forfeitures
---------------------------------

If you  are not  100%  vested  and  receive  a  distribution  of  your  Marching
Contributions the dollars left in the Plan are called forfeitures. In your Plan,
forfeitures are allocated to the remaining Plan  Participants.  If you return to
work for The Bank of Georgia before  incurring five  consecutive one year breaks
in service, you may recapture the forfeited benefit.  Generally,  your forfeited
benefit  will be  restored  immediately  by The Bank of  Georgia if you have nor
incurred five consecutive one year breaks in service, and if you pay back to the
Plan the distribution which you received.

RESTRICTIONS OR PENALTIES ON DISTRIBUTIONS

If you  receive  a  distribution  before  reaching  age 59 1/2,  you must pay an
additional  10% penalty tax on dollars  included in income.  There are,  however
exceptions to the 10% early  distribution  penalty.  Your tax advisor can assist
you in determining if one of the exceptions



                                       12
<PAGE>

applies to your distribution.

PAYOUTS TO YOUR BENEFICIARIES

Your  beneficiary  will receive the total value of your individual  Account when
you die. If you are married, your spouse will automatically be your beneficiary.
To choose another beneficiary,  you must sign a written form listing a nonspouse
beneficiary.  Your spouse must give written consent to this in the presence of a
notary  public.  Contact  The Bank of Georgia if you wish to choose a  nonspouse
beneficiary.  If the  vested  value of your  Individual  Account is no more than
$3,000, your beneficiary will receive a lump sum payment of the entire amount.

If the value of your Individual  Account is greater than $5000, your beneficiary
will get the money in  periodic  payments  from an  insurance  company  unless a
special  form is  signed.  These  periodic  payments  will  usually be made on a
monthly basis for as long as your beneficiary lives.

If you  want to give  your  beneficiary  a choice  as to how he or she  wants to
receive the money,  you must sign a special form.  This form must also be signed
by your spouse in the presence of a notary public.  If you are under age 35 when
you sign this form, you must sign a new form once you reach age 35.

EXAMPLE:  Clarence,  age 38, signs the waiver form. Mildred, his wife, signs the
waiver form in the presence of a notary  public.  Clarence dies two years later.
Mildred now has a choice of payments.  She can, for example,  take all the money
in a single lump sum payment and put it into her IRA.

NOTE:  Contact The Bank of Georgia if you wish to preserve  the option of taking
payouts in a form other than an annuity.

SECTION FIVE:  CLAIMS PROCEDURE

WHAT TO DO TO RECEIVE BENEFITS

You or your beneficiary must file a written request with the Plan  Administrator
in order to start  receiving  benefits when you become eligible for them or when
you die.

HOW TO FILE A CLAIM

A claim should be filed  with The Bank of  Georgia.  You may claim a benefit  to
which you think you are  entitled by filing a written  request  with The Bank of
Georgia.  The claim must set forth the reasons  you believe you are  eligible to
receive benefits and authorize The Bank of Georgia to conduct such  examinations
and take such steps as may be necessary to evaluate the claim.

If your claim is turned  down,  The Bank of  Georgia  will  provide  you or your
beneficiary  with a



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<PAGE>

written  notice of the  denial  within 60 days of the date your claim was tiled.
This notice will give you the  specific  reasons  for the denial,  the  specific
provisions of the Plan upon which the denials  based,  and an explanation of the
procedures for appeal. You or your beneficiary will have 60 days from receipt of
the notice of denial in which to make written application for review by The Bank
of Georgia.  You may request that the review be in the nature of a hearing.  You
may be  represented  by an attorney if you so desire.  The Bank of Georgia  will
issue a written  decision  on this  review  within 60 days after  receipt of the
application for review.

SECTION SIX:  MISCELLANEOUS

PLAN TERMINATION

The Bank of Georgia expects to continue the Plan indefinitely.  However,  in the
unlikely event The Bank of Georgia must terminate the Plan, you will become 100%
vested in the aggregate value of your Individual  Account  regardless of whether
your vesting  years of service are  sufficient to make you 100% vested under the
vesting schedule(s).

If the Plan terminates, benefits are not insured by the Pension Benefit Guaranty
Corporation  (PBGC).  Under the law, PBGC  insurance  does not cover the type of
plans called defined  contribution  plans.  This Plan is a defined  contribution
plan and, therefore, is not covered.

BREAK IN SERVICE SITUATIONS

If you quit your job,  incur a break in service  and then  return to work,  your
date  of  participation  depends  on  whether  you  had  a  vested  interest  in
contributions  (other than your Employee 401(k)  Contributions)  at the time you
quit and incurred a break in service.

If you had a vested  interest,  you will  participate  again upon your return to
employment.  In addition your vesting years of service  accumulated prior to the
time you quit and incurred a break in service  will be counted in figuring  your
vested interest.

If you  did not  have a  vested  interest,  any  eligibility  years  of  service
occurring  before the break in service  will be taken into  account and you will
begin to  participate  again upon your  return to  service  unless the number of
consecutive  one year  breaks in service  equals or exceeds  the greater of five
years,  or the aggregate  number of eligibility  years of service  preceding the
breaks in service.  If your period of consecutive breaks in service exceeds your
period  of  prior  service,  you  will be  treated  as a new  employee  and will
participate  again  when you  satisfy  the Plans  eligibility  requirements.  In
addition,  any vesting  years of service  occurring  before the break in service
will be taken into  account in  computing  your vested  interest  under the Plan
unless the number of  consecutive  one year breaks in service  equals or exceeds
the greater of five years or the  aggregate  number of vesting  years of service
preceding  the breaks in service.  For  example if you work for two years,  quit
without being vested,  and then return to employment  after a break of two years
or more,  the Plan will give you vesting credit for the initial two year period.




                                       14
<PAGE>

SECTION SEVEN: RIGHTS UNDER ERISA

THE RIGHTS AND PROTECTIONS A PLAN PARTICIPANT IS ENTITLED TO UNDER THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT

As a Participant in this Plan, you are entitled to certain rights and provisions
under  the  Employee  Retirement  Income  Security  Act of 1974  (ERISA).  ERISA
provides that all Plan Participants shall be entitled to do the following:

1.   Examine  without  charge,  at the Plan  Administrators  office and at other
     specified locations, such as worksites and union halls, all Plan documents,
     including insurance contracts collective  bargaining  agreements and copies
     of all documents  filed by The Bank of Georgia with the U.S.  Department of
     Labor, such as detailed annual reports and Plan descriptions.

2.   Obtain copies of all Plan documents and other Plan information upon written
     request to The Bank of Georgia.  The Bank of Georgia may make a  reasonable
     charge for the copies.

3.   Receive a summary of the Plans annual financial report. The Bank of Georgia
     is required by law to furnish each  participant with a copy of this Summary
     Annual Report.

4.   Obtain once a year, a statement of the total pension  benefits  accrued and
     the nonforfeitable  (vested) pension benefits (if any) or the earliest date
     on which benefits will become nonforfeitable (vested). The Plan may require
     a written  request for this  statement,  but it must provide the  statement
     free of charge.

In addition to creating rights for Plan Participants,  ERISA imposes duties upon
the people who are responsible  for the operation of the employee  benefit plan.
The people who operate your Plan, called fiduciaries of the Plan, have a duty to
do so  prudently  and in the  interest  of you and other Plan  Participants  and
beneficiaries.  No one,  including The Bank of Georgia,  your union or any other
person, may fire you or otherwise discriminate against you in any way to prevent
you from obtaining a pension benefit or exercising your rights under ERISA.

If your  claim for a benefit is denied in whole or in part,  you must  receive a
written explanation of the reason for the denial. You have the right to have The
Bank of Georgia review and reconsider your claim.  Under ERISA,  there are steps
you can take to enforce the above rights. For instance, if you request materials
from The Bank of Georgia  and do not receive  them within 30 days,  you may file
suit in a federal  court.  In such a case,  the court  may  require  The Bank of
Georgia to provide the  materials and pay you up to $100 a day until you receive
the materials,  unless the materials were not sent because of reasons beyond the
control of The Bank of Georgia. If you have a claim for benefits which is denied
or ignored,  in whole or in part you may file suit in a state or federal  court.
If it should happen that Plan fiduciaries misuse the Plan's money, or if you are
discriminated against for asserting your rights you may




                                       15
<PAGE>

seek  assistance  from the U.S.  Department of Labor,  or you may file suit in a
federal court.  The court will decide who should pay court costs and legal fees.
If you are  successful,  the court may order the person you have sued to pay the
costs and  fees. If you  lose, the court may  order you to  pay these  costs and
fees.  For  example,  if the  court  finds  your  claim is  frivolous,  expenses
may be assessed against you.

If you have any  questions  about your  Plan,  you  should  contact  The Bank of
Georgia.  If you have any  questions  about this  statement or about your rights
under  ERISA,   you  should   contact  the  nearest  area  office  of  the  U.S.
Labor-Management Services Administration, Department of Labor.

Further if this Plan is maintained by more than one employer, you can obtain, in
writing,  information as to whether a particular  employer is  participating  in
this Plan and, if so, the participating  Employer's  address.  In addition,  you
may  request in writing a complete list of employers participating in this Plan.
You may  obtain  such  information  by making a written  request  to The Bank of
Georgia.  The Bank of Georgia is the most significant  (parent)  employer of the
group of employers maintaining this Plan.

Employer Information
--------------------

Name:                      The Bank of Georgia
Address:                   2008 Highway 54 West
                           Fayetteville, GA 30214

Business Telephone:                 770-631-1114
Employer Identification Number:     58-2501452
Employer's Income Tax Year End:     12-31

Agent for Service of Legal Process

The Agent for Service of Legal  Process is the person upon whom any legal papers
can be served.  Service of legal  process may be made upon a Plan  Trustee,  the
Employer or the Plan Administrator.

Name:                      Malcolm Godwin
Address:                   2008 Highway 54 West, Fayetteville, GA 30214


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