BYLAWS

                                       OF

                              FNBG BANCSHARES, INC.



<PAGE>
<TABLE>
<CAPTION>
                                           BYLAWS
                                             OF
                                   FNBG BANCSHARES, INC.


                                                                                       PAGE
                                                                                       ----
<S>                                                                                    <C>
ARTICLE ONE  OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1


ARTICLE TWO  SHAREHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . .     1
     2.1  Annual Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
     2.2  Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
     2.3  Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
     2.4  Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
     2.5  Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
     2.6  Proxies; Required Vote. . . . . . . . . . . . . . . . . . . . . . . . . . .     2
     2.7  Presiding Officer and Secretary . . . . . . . . . . . . . . . . . . . . . .     2
     2.8  Shareholder List. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2


ARTICLE THREE  DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
     3.1  Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
     3.2  Number of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
     3.3  Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
     3.4  Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
     3.5  Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
     3.6  Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
     3.7  Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
     3.8  Honorary and Advisory Directors . . . . . . . . . . . . . . . . . . . . . .     3
     3.9  Nomination of Directors . . . . . . . . . . . . . . . . . . . . . . . . . .     3


ARTICLE FOUR  COMMITTEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
     4.1  Executive Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
     4.2  Other Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5


ARTICLE FIVE  MEETINGS OF THE BOARD OF DIRECTORS. . . . . . . . . . . . . . . . . . .     6
     5.1  Time and Place. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6
     5.2  Regular Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6
     5.3  Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6
     5.4  Content and Waiver of Notice. . . . . . . . . . . . . . . . . . . . . . . .     6
     5.5  Quorum; Participation by Telephone. . . . . . . . . . . . . . . . . . . . .     6
     5.6  Action in Lieu of Meeting . . . . . . . . . . . . . . . . . . . . . . . . .     6
     5.7  Interested Directors and Officers . . . . . . . . . . . . . . . . . . . . .     7


                                        i
<PAGE>
ARTICLE SIX  OFFICERS, AGENTS AND EMPLOYEES . . . . . . . . . . . . . . . . . . . . .     7
     6.1  General Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
     6.2  Powers and Duties of the Chief Executive Officer, the Chairman of the Board
            and the President . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
     6.3  Powers and Duties of Vice Presidents. . . . . . . . . . . . . . . . . . . .     8
     6.4  Powers and Duties of the Secretary. . . . . . . . . . . . . . . . . . . . .     8
     6.5  Powers and Duties of the Treasurer. . . . . . . . . . . . . . . . . . . . .     9
     6.6  Appointment, Powers and Duties of Assistant Secretaries . . . . . . . . . .     9
     6.7  Appointment, Powers and Duties of Assistant Treasurers. . . . . . . . . . .     9
     6.8  Delegation of Duties. . . . . . . . . . . . . . . . . . . . . . . . . . . .     9


ARTICLE SEVEN  CAPITAL STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10
     7.1  Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10
     7.2  Shareholder List. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10
     7.3  Transfer of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    11
     7.4  Record Dates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    11
     7.5  Registered Owner. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    11
     7.6  Transfer Agent and Registrars . . . . . . . . . . . . . . . . . . . . . . .    11
     7.7  Lost Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    11
     7.8  Fractional Shares or Scrip. . . . . . . . . . . . . . . . . . . . . . . . .    11


ARTICLE EIGHT  BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS . . . . . . . . . . . . . .    12
     8.1  Inspection of Books and Records . . . . . . . . . . . . . . . . . . . . . .    12
     8.2  Seal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
     8.3  Annual Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13


ARTICLE NINE  INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
     9.1  Authority to Indemnify. . . . . . . . . . . . . . . . . . . . . . . . . . .    13
     9.2  Mandatory Indemnification . . . . . . . . . . . . . . . . . . . . . . . . .    13
     9.3  Advance for Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
     9.4  Court-ordered Indemnification and Advances for Expenses . . . . . . . . . .    14
     9.5  Determination of Indemnification. . . . . . . . . . . . . . . . . . . . . .    14
     9.6  Authorization of Indemnification. . . . . . . . . . . . . . . . . . . . . .    14
     9.7  Other Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14
     9.8  Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
     9.9  Continuation of Expenses. . . . . . . . . . . . . . . . . . . . . . . . . .    15
     9.10  Indemnification for Regulatory Actions . . . . . . . . . . . . . . . . . .    15


ARTICLE TEN  NOTICES: WAIVERS OF NOTICE . . . . . . . . . . . . . . . . . . . . . . .    15
     10.1  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
     10.2  Waivers of Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16


                                        ii
<PAGE>
ARTICLE ELEVEN  EMERGENCY POWERS. . . . . . . . . . . . . . . . . . . . . . . . . . .    16
     11.1  Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16
     11.2  Lines of Succession. . . . . . . . . . . . . . . . . . . . . . . . . . . .    16
     11.3  Head Office. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16
     11.4  Period of Effectiveness. . . . . . . . . . . . . . . . . . . . . . . . . .    16
     11.5  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16
     11.6  Officers as Directors Pro Tempore. . . . . . . . . . . . . . . . . . . . .    16
     11.7  Liability of Officers, Directors and Agents. . . . . . . . . . . . . . . .    17

ARTICLE TWELVE  CHECKS, NOTES, DRAFTS, ETC. . . . . . . . . . . . . . . . . . . . . .    17

ARTICLE THIRTEEN  AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    17
</TABLE>


                                        iii
<PAGE>
                                     BYLAWS
                                       OF
                              FNBG BANCSHARES, INC.



                                   ARTICLE ONE
                                     OFFICES


     The corporation shall at all times maintain its principal office in Duluth,
Georgia, its registered office in the State of Georgia and its registered agent
at that address, but it may have other offices located within or outside the
State of Georgia as the board of directors may determine.


                                   ARTICLE TWO
                             SHAREHOLDERS' MEETINGS

     2.1  Annual Meeting.  A meeting of shareholders of the corporation shall be
          --------------
held annually, within six (6) months after the end of each fiscal year of the
corporation.  The annual meeting shall be held at such time and place, and on
such date, as the Directors shall determine from time to time and as shall be
specified in the notice of the meeting.

     2.2  Special Meetings.  Special meetings of the shareholders may be called
          ----------------
at any time by the corporation's Board of Directors, its President, or by the
corporation upon the written request of any one or more shareholders owning an
aggregate of not less than twenty-five percent (25%) of the outstanding capital
stock of the corporation.  Special meetings shall be held at such a time and
place and on such date as shall be specified in the notice of the meeting.

     2.3  Place.  Annual or special meetings of shareholders may be held within
          -----
or without the State of Georgia.

     2.4  Notice.  Notice of annual or special shareholders meetings stating the
          ------
place, day and hour of the meeting shall be given in writing not less than ten
nor more than sixty (60) days before the date of the meeting, either mailed to
the last known address or personally given to each shareholder.  Notice of any
special meeting of shareholders shall state the purpose or purposes for which
the meeting is called.  The notice of any meeting at which amendments to or
restatements of the articles of incorporation, merger or share exchange of the
corporation, or the disposition of corporate assets requiring shareholder
approval are to be considered shall state such purpose, and shall further comply
with all requirements of law.  Notice of a meeting may be waived by an
instrument in writing executed before or after the meeting.  The waiver need not
specify the purpose of the meeting or the business transacted, unless one of the
purposes of the meeting concerns a plan of merger or share exchange, in which
event the waiver shall comply with the further requirements of law concerning
such waivers.  Attendance at such meeting in person or by proxy shall constitute
a waiver of notice thereof.


<PAGE>
     2.5  Quorum.  At all meetings of shareholders a majority of the outstanding
          ------
shares of stock shall constitute a quorum for the transaction of business, and
no resolution or business shall be transacted without the favorable vote of the
holders of a majority of the shares represented at the meeting and entitled to
vote.  A lesser number may adjourn from day to day, and shall announce the time
and place to which the meeting is adjourned.

     2.6  Proxies; Required Vote.  At every meeting of the shareholders,
          -----------------------
including meetings of shareholders for the election of Directors, any
shareholder having the right to vote shall be entitled to vote in person or by
proxy, but no proxy shall be voted after eleven months from its date, unless
said proxy provides for a longer period.  Each shareholder shall have one vote
for each share of stock having voting power, registered in his or her name on
the books of the corporation.  If a quorum is present, the affirmative vote of
the majority of the shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the shareholders, except as otherwise
provided by law, by the articles of incorporation or by these bylaws.

     2.7  Presiding Officer and Secretary.  At every meeting of shareholders,
          -------------------------------
the Chairman or the President, or if such officers shall not be present then the
person appointed by one of them, shall preside.  The Secretary or an Assistant
Secretary, or if such officers shall not be present, the appointee of the
presiding officer of the meeting, shall act as secretary of the meeting.

     2.8  Shareholder List.  The officer or agent having charge of the stock
          ----------------
transfer books of the corporation shall produce for inspection of any
shareholder at, and continuously during, every meeting of the shareholders, a
complete alphabetical list of shareholders showing the address and share
holdings of each shareholder.  If the record of shareholders readily shows such
information, it may be produced in lieu of such a list.


                                  ARTICLE THREE
                                    DIRECTORS

     3.1  Management.  Subject to these bylaws, or any lawful agreement between
          ----------
the shareholders, the full and entire management of the affairs and business of
the corporation shall be vested in the Board of Directors, which shall have and
may exercise all of the powers that may be exercised or performed by the
corporation.

     3.2  Number of Directors.  The Board of Directors shall consist of not less
          -------------------
than five (5) nor more than twenty-five (25) members.  The number of Directors
may be fixed or changed from time to time, within the minimum and maximum, by
the affirmative vote of a majority of the issued and outstanding shares of the
corporation entitled to vote in an election of Directors, or by the Board of
Directors by the affirmative vote of a majority of all Directors then in office.

     3.3  Vacancies.  The Directors, even though less than a quorum, may fill
          ---------
any vacancy on the Board of Directors, including a vacancy created by an
increase in the number of Directors.  Such appointment by the Directors shall
continue until the expiration of the term of the Director


                                        2
<PAGE>
whose place has become vacant, or, in the case of an increase in the number of
Directors, until the next meeting of the shareholders.

     3.4  Election of Directors. Except as provided in Section 3.3, the
          ---------------------
Directors shall be elected by the affirmative vote of a majority of the shares
represented at the annual meeting of shareholders.  Each Director, except in the
case of his or her earlier death, resignation, retirement, disqualification, or
removal, shall serve until the next succeeding annual meeting and thereafter
until his or her successor shall have been elected and qualified.

     3.5  Removal.  Any Director may be removed from office, at a meeting with
          -------
respect to which notice of such purpose is given, with cause, only upon the
affirmative vote of the holders of a majority of the issued and outstanding
shares of the corporation.  Any Director may be removed from office, at a
meeting with respect to which notice of such purpose is given, without cause,
only upon the affirmative vote of the holders of at least two-thirds (2/3) of
the issued and outstanding shares of the corporation.

     3.6  Resignation.  Any Director may resign at any time either orally at any
          -----------
meeting of the Board of Directors or by so advising the Chairman of the Board or
the President or by giving written notice to the corporation.  A Director who
resigns may postpone the effectiveness of his or her resignation to a future
date or upon the occurrence of a future event specified in a written tender of
resignation.  If no time of effectiveness is specified therein, a resignation
shall be effective upon tender.  A vacancy shall be deemed to exist at the time
a resignation is tendered, and the Board of Directors or the shareholders may,
then or thereafter, elect a successor to take office when the resignation by its
terms becomes effective.

     3.7  Compensation.  Directors may be allowed such compensation for their
          ------------
services as Directors as may from time to time be fixed by resolution of the
Board of Directors.

     3.8  Honorary and Advisory Directors.  When a Director of the corporation
          -------------------------------
retires under the retirement policies of the corporation as established from
time to time by the Board of Directors, the Board of Directors may appoint such
retiring Director as an Honorary Director, Director Emeritus, or member of an
advisory board established by the Board of Directors.  The Board of Directors of
the corporation also may appoint any individual as an Honorary Director,
Director Emeritus, or member of any advisory board established by the Board of
Directors.  Any individual appointed as an Honorary Director, Director Emeritus,
or member of an advisory board as provided by this Section 3.8 may be
compensated as provided in Section 3.7, but such individual may not vote at any
meeting of the Board of Directors or be counted in determining a quorum as
provided in Section 5.5 and shall not have any responsibility or be subject to
any liability imposed upon a Director, or otherwise be deemed a Director.

     3.9  Nomination of Directors.
          -----------------------

          (a)     Only persons who are nominated in accordance with the
procedures set forth in these bylaws shall be eligible for election as
Directors.  Nominations of persons for election to the Board of Directors of the
corporation may be made at any meeting of shareholders at which Directors are to
be elected only (i) by or at the direction of the Board of Directors or (ii)


                                        3
<PAGE>
by any shareholder of the corporation entitled to vote for the election of
Directors at the meeting who complies with the notice procedures set forth in
this Section. Unless and until a nominating committee is established by the
Board of Directors, the Board of Directors shall act as a nominating committee
to select the management nominees for election as Directors.

          (b)     Nominations, other than those management nominees made by or
at the direction of the Board of Directors, shall be made by timely notice in
writing to the Secretary of the corporation.  To be timely, a shareholder's
notice shall be delivered or mailed to and received at the principal executive
offices of the corporation not less than 30 days prior to the date of the
meeting; provided, however, that in the event that less than 40 days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting is mailed or such public disclosure was made.
Such shareholder's notice shall set forth (i) as to each person whom the
shareholder proposes to nominate for election or reelection as a Director, all
information relating to such person as required to be disclosed in solicitation
of proxies for election of Directors pursuant to Regulation 14A under the
Securities and Exchange Act of 1934, as amended (including such person's written
consent to being named in a proxy statement as a nominee and to serving as a
Director if elected); and (ii) as to the shareholder giving the notice (A) the
name and address, as they appear on the books of the corporation, of such
shareholder and (B) the class and number of shares of the corporation's capital
stock that are beneficially owned by such shareholder.  At the request of the
Board of Directors any person nominated by the Board of Directors for election
as a Director shall furnish to the Secretary of the corporation that information
required to be set forth in a shareholder's notice of nomination which pertains
to the nominee.  No person shall be eligible for election as a Director of the
corporation unless nominated in accordance with the provisions of this Section.
The officer presiding at the meeting shall, if the facts so warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
provisions of this Section and the defective nomination shall be disregarded.


                                  ARTICLE FOUR
                                   COMMITTEES

     4.1  Executive Committee.  (a) The Board of Directors may, by resolution
          -------------------
adopted by a majority of the entire Board, designate an Executive Committee
consisting of one or more outside Directors.  Each Executive Committee member
shall hold office until the first meeting of the Board of Directors after the
annual meeting of shareholders and until the member's successor is elected and
qualified, or until the member's death, resignation or removal, or until the
member shall cease to be a Director.

          (b)     During the intervals between the meetings of the Board of
Directors, the Executive Committee may exercise all the authority of the Board
of Directors; provided, however, that the Executive Committee shall not have the
power to amend or repeal any resolution of the Board of Directors that by its
terms shall not be subject to amendment or repeal by the Executive Committee,
and the Executive Committee shall not have the authority of the Board of
Directors in reference to (i) the amendment of the articles of incorporation or
bylaws of


                                        4
<PAGE>
the corporation; (ii) the adoption of a plan of merger or consolidation; (iii)
the sale, lease, exchange or other disposition of all or substantially all the
property and assets of the corporation; or (iv) a voluntary dissolution of the
corporation or the revocation of any such voluntary dissolution.

          (c)     The Executive Committee shall meet from time to time on call
of the Chairman of the Board or the President or of any two or more members of
the Executive Committee.  Meetings of the Executive Committee may be held at
such place or places, within or without the State of Georgia, as the Executive
Committee shall determine or as may be specified or fixed in the respective
notices or waivers of such meetings.  The Executive Committee may fix its own
rules of procedure, including provision for notice of its meetings.  It shall
keep a record of its proceedings and shall report these proceedings to the Board
of Directors at the meeting thereof held next after they have been taken, and
all such proceedings shall be subject to revision or alteration by the Board of
Directors except to the extent that action shall have been taken pursuant to or
in reliance upon such proceedings prior to any such revision or alteration.

          (d)     The Executive Committee shall act by majority vote of its
members; provided, however, that contracts or transactions of and by the
corporation in which officers or Directors of the corporation are interested
shall require the affirmative vote of a majority of the disinterested members of
the Executive Committee at a meeting of the Executive Committee at which the
material facts as to the interest and as to the contract or transaction are
disclosed or known to the members of the Executive Committee prior to the vote.

          (e)     Members of the Executive Committee may participate in
committee proceedings by means of conference telephone or similar communications
equipment by means of which all persons participating in the proceedings can
hear each other, and such participation shall constitute presence in person at
such proceedings.

          (f)     The Board of Directors, by resolution adopted in accordance
with paragraph (a) of this section, may designate one or more outside Directors
as alternate members of the Executive Committee who may act in the place and
stead of any absent member or members at any meeting of said committee.

     4.2  Other Committees.  The Board of Directors, by resolution adopted by a
          ----------------
majority of the entire Board, may designate one or more additional committees,
each committee to consist of one or more of the Directors of the corporation,
which shall have such name or names and shall have and may exercise such powers
of the Board of Directors, except the powers denied to the Executive Committee,
as may be determined from time to time by the Board of Directors.  Such
committees shall provide for their own rules of procedure, subject to the same
restrictions thereon as provided above for the Executive Committee.

     4.3  Removal.  The Board of Directors shall have power at any time to
          -------
remove any member of any committee, with or without cause, and to fill vacancies
in and to dissolve any such committee.


                                        5
<PAGE>
                                  ARTICLE FIVE
                       MEETINGS OF THE BOARD OF DIRECTORS

     5.1  Time and Place.  Meetings of the Board of Directors may be held at any
          --------------
time and place either within or without the State of Georgia.

     5.2  Regular Meetings.  Regular meetings of the Board of Directors may be
          ----------------
held without notice at such time and place, within or without the State of
Georgia, as shall be determined by the Board of Directors from time to time.

     5.3  Special Meetings.  Special meetings of the Board of Directors may be
          ----------------
called by the Chairman of the Board or the President on not less than two (2)
days notice by mail, telegram, cablegram, personal delivery, telephone, or
e-mail (provided the recipient has an e-mail address) to each Director and shall
be called by the Chairman of the Board or the President in like manner and on
like notice on the written request of any two or more Directors.  Any such
special meeting shall be held at such time and place, within or without the
State of Georgia, as shall be stated in the notice of the meeting.

     5.4  Content and Waiver of Notice.  No notice of any meeting of the Board
          ----------------------------
of Directors need state the purposes thereof.  Notice of any meeting may be
waived by an instrument in writing executed before or after the meeting.
Attendance in person at any such meeting shall constitute a waiver of notice
thereof unless the director at the beginning of the meeting (or promptly upon
his or her arrival) objects to holding the meeting or transacting business at
the meeting and does not thereafter vote for or assent to action taken at the
meeting.

     5.5  Quorum; Participation by Telephone.  At all meetings of the Board of
          ----------------------------------
Directors, the presence of a majority of the authorized number of Directors
shall be necessary and sufficient to constitute a quorum for the transaction of
business.  Directors may participate in any meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
by means of such communications equipment shall constitute the presence in
person at such meeting.  Except as may be otherwise specifically provided by
law, the articles of incorporation or these bylaws, all resolutions adopted and
all business transacted by the Board of Directors shall require the affirmative
vote of a majority of the Directors present at the meeting.  In the absence of a
quorum, a majority of the Directors present at any meeting may adjourn the
meeting from time to time until a quorum is present.  Notice of any adjourned
meeting need only be given by announcement at the meeting at which the
adjournment is taken.

     5.6  Action in Lieu of Meeting.  Any action required or permitted to be
          -------------------------
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if a written consent thereto is signed by all members
of the Board of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of the Board of
Directors and upon compliance with any further requirements of law pertaining to
such consents.


                                        6
<PAGE>
     5.7  Interested Directors and Officers.  An interested Director or officer
          ---------------------------------
is one who is a party to a contract or transaction with the corporation or who
is an officer or Director of, or has a financial interest in, another
corporation, partnership or association which is a party to a contract or
transaction with the corporation.  Contracts and transactions between the
corporation and one or more interested Directors or officers shall not be void
or voidable solely because of the involvement or vote of such interested persons
as long as (a) the contract or transaction is approved in good faith by the
Board of Directors or appropriate committee by the affirmative vote of a
majority of disinterested Directors, even if the disinterested Directors be less
than a quorum, at a meeting of the Board or committee at which the material
facts as to the interested person or persons and the contract or transaction are
disclosed or known to the Board or committee prior to the vote; or (b) the
contract or transaction is approved in good faith by the shareholders after the
material facts as to the interested person or persons and the contract or
transaction have been disclosed to them; or (c) the contract or transaction is
fair as to the corporation as of the time it is authorized, approved or ratified
by the Board, committee or shareholders.  Interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board or committee
which authorizes the contract or transaction.


                                   ARTICLE SIX
                         OFFICERS, AGENTS AND EMPLOYEES

     6.1  General Provisions.  The officers of the corporation shall be a Chief
          ------------------
Executive Officer, a President and a Secretary, and may include a Treasurer,
Chairman of the Board, one or more Vice Presidents, one or more Assistant
Secretaries, and one or more Assistant Treasurers.  The officers shall be
elected by the Board of Directors at the first meeting of the Board of Directors
after the annual meeting of the shareholders in each year or shall be appointed
as provided in these bylaws.  The Board of Directors may elect other officers,
agents and employees, who shall have such authority and perform such duties as
may be prescribed by the Board of Directors.  All officers shall hold office
until the meeting of the Board of Directors following the next annual meeting of
the shareholders after their election or appointment and until their successors
shall have been elected or appointed and shall have qualified.  Any two or more
offices may be held by the same person.  Any officer, agent or employee of the
corporation may be removed by the Board of Directors with or without cause.
Removal without cause shall be without prejudice to such person's contract
rights, if any, but the election or appointment of any person as an officer,
agent or employee of the corporation shall not of itself create contract rights.
The compensation of officers, agents and employees elected by the Board of
Directors shall be fixed by the Board of Directors or by a committee thereof,
and this power may also be delegated to any officer, agent or employee as to
persons under his or her direction or control.  The Board of Directors may
require any officer, agent or employee to give security for the faithful
performance of his or her duties.

     6.2  Powers and Duties of the Chief Executive Officer, the Chairman of the
          ---------------------------------------------------------------------
Board and the President.  The powers and duties of the Chief Executive Officer,
-----------------------
the Chairman of the Board and the President, subject to the supervision and
control of the Board of Directors, shall be those usually appertaining to their
respective offices and whatever other powers and duties are prescribed by these
bylaws or by the Board of Directors.


                                        7
<PAGE>
          (a)     The Chief Executive Officer shall have general charge of the
                      -----------------------
business and affairs of the Corporation and shall keep the board of directors
fully advised.  The chief executive officer shall employ and discharge employees
and agents of the Corporation, except such as shall be elected by the board of
directors, and he or she may delegate these powers.  The chief executive officer
may vote the shares or other securities of any other domestic or foreign
Corporation of any type or kind which may at any time be owned by the
Corporation, may execute any shareholders' or other consents in respect thereof
and may in his or her discretion delegate such powers by executing proxies, or
otherwise, on behalf of the Corporation.  The board of directors, by resolution
from time to time, may confer like powers upon any other person or persons.

          (b)     The Chairman of the Board shall preside at all meetings of the
                      ---------------------
Board of Directors and at all meetings of the shareholders.  The Chairman of the
Board shall perform such other duties as the Board of Directors may from time to
time direct, but shall not participate in any major policy-making functions of
the corporation other than in his or her capacity as a director.

          (c)     The President shall, unless otherwise provided by the Board of
                      ---------
Directors, be the chief executive officer of the corporation.  The President
shall have general charge of the business and affairs of the corporation and
shall keep the Board of Directors fully advised.  The President shall employ and
discharge employees and agents of the corporation, except such as shall be
elected by the Board of Directors, and he or she may delegate these powers.  The
President shall have such powers and perform such duties as generally pertain to
the office of the President, as well as such further powers and duties as may be
prescribed by the Board of Directors.  The President may vote the shares or
other securities of any other domestic or foreign corporation of any type or
kind which may at any time be owned by the corporation, may execute any
shareholders' or other consents in respect thereof and may in his or her
discretion delegate such powers by executing proxies, or otherwise, on behalf of
the corporation.  The Board of Directors, by resolution from time to time, may
confer like powers upon any other person or persons.

     6.3  Powers and Duties of Vice Presidents.  Each Vice President shall have
          ------------------------------------
such powers and perform such duties as the Board of Directors or the President
may prescribe and shall perform such other duties as may be prescribed by these
bylaws.  In the absence or inability to act of the President, unless the Board
of Directors shall otherwise provide, the Vice President who has served in that
capacity for the longest time and who shall be present and able to act, shall
perform all duties and may exercise any of the powers of the President.  The
performance of any such duty by a Vice President shall be conclusive evidence of
his or her power to act.

     6.4  Powers and Duties of the Secretary.  The Secretary shall have charge
          ----------------------------------
of the minutes of all proceedings of the shareholders and of the Board of
Directors and shall keep the minutes of all their meetings at which he or she is
present.  Except as otherwise provided by these bylaws, the Secretary shall
attend to the giving of all notices to shareholders and Directors.  He or she
shall have charge of the seal of the corporation, shall attend to its use on all
documents the execution of which on behalf of the corporation under its seal is
duly authorized and shall attest


                                        8
<PAGE>
the same by his or her signature whenever required. The Secretary shall have
charge of the record of shareholders of the corporation, of all written requests
by shareholders that notices be mailed to them at an address other than their
addresses on the record of shareholders, and of such other books and papers as
the Board of Directors may direct. Subject to the control of the Board of
Directors, the Secretary shall have all such powers and duties as generally are
incident to the position of Secretary or as may be assigned to the Secretary by
the President or the Board of Directors.

     6.5  Powers and Duties of the Treasurer.  The Treasurer shall have charge
          ----------------------------------
of all funds and securities of the corporation, shall endorse the same for
deposit or collection when necessary and deposit the same to the credit of the
corporation in such banks or depositaries as the Board of Directors may
authorize.  The Treasurer may endorse all commercial documents requiring
endorsements for or on behalf of the corporation and may sign all receipts and
all commercial documents requiring endorsements for or on behalf of the
corporation and may sign all receipts and vouchers for payments made to the
corporation.  The Treasurer shall have all such powers and duties as generally
are incident to the position of Treasurer or as may be assigned to the Treasurer
by the President or by the Board of Directors.

     6.6  Appointment, Powers and Duties of Assistant Secretaries.  Assistant
          -------------------------------------------------------
Secretaries may be appointed by the President or elected by the Board of
Directors.  In the absence or inability of the Secretary to act, any Assistant
Secretary may perform all the duties and exercise all the powers of the
Secretary.  The performance of any such duty shall be conclusive evidence of the
Assistant Secretary's power to act.  An Assistant Secretary shall also perform
such other duties as the Secretary or the Board of Directors may assign to him
or her.

     6.7  Appointment, Powers and Duties of Assistant Treasurers.  Assistant
          ------------------------------------------------------
Treasurers may be appointed by the President or elected by the Board of
Directors.  In the absence or inability of the Treasurer to act, an Assistant
Treasurer may perform all the duties and exercise all the powers of the
Treasurer.  The performance of any such duty shall be conclusive evidence of the
Assistant Treasurer's power to act.  An Assistant Treasurer shall also perform
such other duties as the Treasurer or the Board of Directors may assign to him
or her.

     6.8  Delegation of Duties.  In case of the absence of any officer of the
          --------------------
corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors (or in the case of Assistant Secretaries or
Assistant Treasurers only, the President) may confer for the time being the
powers and duties, or any of them, of such officer upon any other officer or
elect or appoint any new officer to fill a vacancy created by death,
resignation, retirement or termination of any officer.  In such latter event
such new officer shall serve until the next annual election of officers.


                                        9
<PAGE>
                                  ARTICLE SEVEN
                                  CAPITAL STOCK

     7.1  Certificates.  (a) The interest of each shareholder shall be evidenced
          ------------
by a certificate or certificates representing shares of the corporation which
shall be in such form as the Board of Directors may from time to time adopt and
shall be numbered and shall be entered in the books of the corporation as they
are issued.  Each certificate representing shares shall set forth upon the face
thereof the following:

                   (i)   the name of this corporation;

                   (ii)  that the corporation is organized under the laws of the
               State of Georgia;

                   (iii) the name or names of the person or persons to whom the
               certificate is issued;

                   (iv)  the number and class of shares, and the designation of
               the series, if any, which the certificate represents; and

                   (v)   if any shares represented by the certificate are
               nonvoting shares, a statement or notation to that effect; and, if
               the shares represented by the certificate are subordinate to
               shares of any other class or series with respect to dividends or
               amounts payable on liquidation, the certificate shall further set
               forth on either the face or back thereof a clear and concise
               statement to that effect.

          (b)     Each certificate shall be signed by the President or a Vice
President and the Chairman or Secretary or an Assistant Secretary and may be
sealed with the seal of the corporation or a facsimile thereof.  If a
certificate is countersigned by a transfer agent or registered by a registrar,
other than the corporation itself or an employee of the corporation, the
signature of any such officer of the corporation may be a facsimile.  In case
any officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates shall
cease to be such officer or officers of the corporation, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the corporation, such certificate or certificates may
nevertheless be delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signatures shall have been used
thereon had not ceased to be such officer or officers.

     7.2  Shareholder List.  The corporation shall keep or cause to be kept a
          ----------------
record of the shareholders of the corporation which readily shows, in
alphabetical order or by alphabetical index, and by classes or series of stock,
if any, the names of the shareholders entitled to vote, with the address of and
the number of shares held by each.  Said record shall be presented and kept open
at all meetings of the shareholders.


                                       10
<PAGE>
     7.3  Transfer of Shares.  Transfers of stock shall be made on the books of
          ------------------
the corporation only by the person named in the certificate, or by power of
attorney lawfully constituted in writing, and upon surrender of the certificate,
or in the case of a certificate alleged to have been lost, stolen or destroyed,
upon compliance with the provisions of Section 7.8 of these bylaws.

     7.4  Record Dates.  For the purpose of determining shareholders entitled to
          ------------
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than seventy (70) days
and, in case of a meeting of shareholders, not less than ten (10) days, prior to
the date on which the particular action requiring such determination of
shareholders is to be taken.

     7.5  Registered Owner.  The corporation shall be entitled to treat the
          ----------------
holder of record of any share of stock of the corporation as the person entitled
to vote such share, to receive any dividend or other distribution with respect
to such share, and for all other purposes and accordingly shall not be bound to
recognize any equitable or other claim or interest in such share on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.

     7.6  Transfer Agent and Registrars.  The Board of Directors may appoint one
          -----------------------------
or more transfer agents and one or more registrars and may require each stock
certificate to bear the signature or signatures of a transfer agent or a
registrar or both.

     7.7  Lost Certificates.  Any person claiming a certificate of stock to be
          -----------------
lost, stolen or destroyed shall make an affidavit or affirmation of the fact in
such manner as the Board of Directors may require and, if the Directors so
require, shall give the corporation a bond of indemnity in form and amount and
with one or more sureties satisfactory to the Board of Directors, whereupon an
appropriate new certificate may be issued in lieu of the certificate alleged to
have been lost, stolen or destroyed.

     7.8  Fractional Shares or Scrip.  The corporation may, when and if
          --------------------------
authorized so to do by its Board of Directors, issue certificates for fractional
shares or scrip in order to effect share transfers, share distributions or
reclassifications, mergers, share exchanges or reorganizations.  Holders of
fractional shares shall be entitled, in proportion to their fractional holdings,
to exercise voting rights, receive dividends and participate in any of the
assets of the corporation in the event of liquidation.  Holders of scrip shall
not, unless expressly authorized by the Board of Directors, be entitled to
exercise any rights of a shareholder of the corporation, including voting
rights, dividend rights or the right to participate in any assets of the
corporation in the event of liquidation.  In lieu of issuing fractional shares
or scrip, the corporation may pay in cash the fair value of fractional interests
as determined by the Board of Directors; and the Board of Directors may adopt
resolutions regarding rights with respect to fractional shares or scrip as it
may deem appropriate, including without limitation the right for persons
entitled to receive fractional shares to sell such fractional shares or purchase
such additional fractional shares as may be needed to acquire one full share, or
sell such fractional shares or scrip for the account of such persons.


                                       11
<PAGE>
                                  ARTICLE EIGHT
                   BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS

     8.1  Inspection of Books and Records.  (a) A shareholder owning more
          -------------------------------
than 2% of the outstanding shares of the corporation shall be entitled to
inspect and copy, during regular business hours at a reasonable location
specified by the corporation, any of the following records of the corporation if
the shareholder meets the requirements of subsection (b) of this Section 8.1 and
gives the corporation written notice of his demand at least five business days
before the date on which he wishes to inspect and copy:

                    (i)   excerpts from minutes of any meeting of the board of
               directors, records of any action of a committee of the board of
               directions while acting in place of the board of directors on
               behalf of the corporation, minutes of any meeting of the
               shareholders, and records of action taken by the shareholders or
               board of directors without a meeting;

                    (ii)  accounting records of the corporation; and

                    (iii) the record of shareholders.

          (b)     A shareholder owning more than 2% of the outstanding shares of
the corporation may inspect and copy the records described in subsection (a) of
this Section 8.1 only if:

                    (i)   his or her demand is made in good faith and for a
               proper purpose that is reasonably relevant to his or her
               legitimate interest as a shareholder;

                    (ii)  he or she describes with reasonable particularity his
               or her purpose and the records he or she desires to inspect;

                    (iii) the records are directly connected with his or her
               purpose; and

                    (iv)  the records are to be used only for the stated
               purpose.

          (c)     If the Secretary or a majority of the corporation's Board of
Directors or Executive Committee members find that the request is proper, the
Secretary shall promptly notify the shareholder of the time and place at which
the inspection may be conducted.

          (d)     If said request is found by the Secretary, the Board of
Directors or the Executive Committee to be improper, the Secretary shall so
notify the requesting shareholder on or prior to the date on which the
shareholder requested to conduct the inspection.  The Secretary shall specify in
said notice the basis for the rejection of the shareholder's request.

          (e)     The Secretary, the Board of Directors and the Executive
Committee shall at all times be entitled to rely on the corporate records in
making any determination hereunder.


                                       12
<PAGE>
     8.2  Seal.  The corporate seal shall be in such form as the Board of
          ----
Directors may from time to time determine.  In the event it is inconvenient to
use such a seal at any time, the signature of the corporation followed by the
word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the
corporation.

     8.3  Annual Statements.  Not later than four months after the close of
          -----------------
each fiscal year, and in any case prior to the next annual meeting of
shareholders, the corporation shall prepare:

          (a)     A balance sheet showing in reasonable detail the financial
condition of the corporation as of the close of its fiscal year, and

          (b)     A profit and loss statement showing the results of its
operations during its fiscal year.  Upon written request, the corporation
promptly shall mail to any shareholder of record a copy of its most recent
balance sheet and profit and loss statement.


                                  ARTICLE NINE
                                 INDEMNIFICATION

     9.1  Authority to Indemnify.  The corporation shall indemnify or obligate
          ----------------------
itself to indemnify an individual made a party to a proceeding because he or she
is or was a director or officer of the corporation (or was serving at the
request of the corporation as a director, officer or employee or agent of
another corporation, partnership, joint venture, trust or other enterprise) for
reasonable expenses, judgments, fines, penalties and amounts paid in settlement
(including attorneys' fees), incurred in connection with the proceeding if the
individual acted in manner he or she believed in good faith to be in or not
opposed to the best interests of the corporation and, in the case of any
criminal proceeding, he or she had no reasonable cause to believe his or her
conduct was unlawful.  The termination of a proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent
                                             ---- ----------
is not, of itself, determinative that the director, officer, employee or agent
did not meet the standard of conduct set forth above.  Indemnification permitted
under this action in connection with a proceeding by or in the right of the
corporation is limited to reasonable expenses incurred in connection with the
proceeding.

     9.2  Mandatory Indemnification.  The extent that a director, officer,
          -------------------------
employee or agent of the corporation has been successful, on the merits or
otherwise, in the defense of any proceeding to which he or she was a party, or
in defense of any claim, issue, or matter therein , because he or she is or was
a director, officer, employee or agent of the corporation, the corporation shall
indemnify the director, employee or agent against reasonable expenses incurred
by him or her in connection therewith.

     9.3  Advance for Expenses.  The corporation shall pay for or reimburse the
          --------------------
reasonable expenses incurred by a director or officer of the corporation who is
a party to a proceeding in advance of final disposition of the proceeding if (a)
he or she furnishes the corporation written affirmation of his or her good faith
belief that he or she has met the standard of conduct set forth in Section 9.1
of this section, and (b) he or she furnishes the corporation a written
undertaking,


                                       13
<PAGE>
executed personally or on his or her behalf, to repay any advances if it is
ultimately determined that he or she is not entitled to indemnification. The
undertaking required by this section must be an unlimited general obligation but
need not be secured and may be accepted without reference to financial ability
to make repayment.

     9.4  Court-ordered Indemnification and Advances for Expenses.  A director,
          -------------------------------------------------------
officer, employee or agent of the corporation who is a party to a proceeding may
apply for indemnification or advances for expenses to the court conducting the
proceeding or to another court of competent jurisdiction.

     9.5  Determination of Indemnification.  Except as provided in Section 9.2
          --------------------------------
and except as may be ordered by the court, the corporation may not indemnify a
director, officer, employee or agent under Section 9.1 unless authorized
thereunder and a determination has been made in the specific case that
indemnification of the director, officer, employee or agent is permissible in
the circumstances because he or she has met the standard of conduct set forth in
Section 9.1.  The determination shall be made:

          (a)     By the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the proceedings;

          (b)     If a quorum cannot be obtained, by majority vote of a
committee duly designated by the board of directors (in which designation
directors who are parties may participate), consisting solely of two or more
directors not at the time parties to the proceeding;

          (c)     By special legal counsel:

                    (i) Selected by the board of directors or its committee in
          the manner prescribed in paragraph (a) or (b) of this section; or

                    (ii) If a quorum of the board of directors cannot be
          obtained and a committee cannot be designated, selected by majority
          vote of the full board of directors (in which selection directors who
          are parties may participate); or

          (d)     By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding may not be
voted on the determination.

     9.6  Evaluation of Expenses.  An evaluation as to the reasonableness of
          ----------------------
expenses shall be made in the same manner as the determination that
indemnification is permissible in the circumstances because the director or
officer has met the standard of conduct set forth in Section 9.1, except that if
the determination is made by special legal counsel, an evaluation as to the
reasonableness of expenses shall be made by those entitled under subsection (c)
of Section 9.5 to select counsel.

     9.7  Other Rights.  The indemnification and advancement of expenses
          ------------
provided by or granted pursuant to this Article Nine shall not be deemed
exclusive of any other rights, in respect of indemnification or otherwise, to
which those seeking indemnification or advancement of


                                       14
<PAGE>
expenses may be entitled under any bylaw, resolution, agreement or contract
either specifically or in general terms approved by the affirmative vote of the
holders of a majority of the shares entitled to vote thereon taken at a meeting
the notice of which specified that such bylaw, resolution or agreement would be
placed before the stockholders, both as to action by a director, trustee,
officer, employee or agent in his or her official capacity and as to action in
another capacity while holding such office or position; except that no such
other rights, in respect to indemnification or otherwise, may be provided or
granted to a director, trustee, officer, employee, or agent pursuant to this
Section 9.7 by the corporation for liability for (a) any appropriation, in
violation of his or her duties, of any business opportunity of the corporation;
(b) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (c) the types of liability set forth in Section
14-2-832 of the Georgia Business Corporation Code dealing with illegal or
unauthorized distributions of corporate assets, whether as dividends or in
liquidation of the corporation or otherwise; or (d) any transaction from which
the director derived an improper material tangible personal benefit.

     9.8  Insurance.  The corporation may purchase and maintain insurance on
          ---------
behalf of an individual 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, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise against liability asserted against or incurred by him or her in that
capacity or arising from his or her status as a director, officer, employee, or
agent whether or not the corporation would have power to indemnify him or her
against the same liability under this Article Nine.

     9.9  Continuation of Expenses.  The indemnification and advancement of
          ------------------------
expenses provided by or granted pursuant to this Article Nine shall continue as
to a person who has ceased to be a director, trustee, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.

     9.10  Indemnification for Regulatory Actions.  Notwithstanding the
           ---------------------------------------
foregoing, the corporation may make or agree to make indemnification payments to
an institution affiliated party, as defined at 12 USC 1813(u), for an
administrative proceeding or civil action initiated by any federal banking
agency, only in accordance with the requirements of 12 USC 1828(k) and its
implementing regulations.


                                   ARTICLE TEN
                           NOTICES: WAIVERS OF NOTICE

     10.1  Notices.  Except as otherwise specifically provided in these bylaws,
           -------
whenever under the provisions of these bylaws notice is required to be given to
any shareholder, Director or officer, it shall not be construed to mean personal
notice, but such notice may be given by personal notice, by e-mail (provided the
recipient has an e-mail address), by telegram or cablegram, or by mail by
depositing the same in the post office or letter box in a postage prepaid sealed
wrapper, addressed to such shareholder, Director or officer at such address as
appears on


                                       15
<PAGE>
the books of the corporation, and such notice shall be deemed to be given at the
time when the same shall be thus sent or mailed.

     10.2  Waivers of Notice.  Except as otherwise provided in these bylaws,
           -----------------
when any notice is required to be given by law, by the articles of incorporation
or by these bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.  In the case of a shareholder, such waiver of notice may
be signed by the shareholder's attorney or proxy duly appointed in writing.


                                 ARTICLE ELEVEN
                                EMERGENCY POWERS

     11.1  Bylaws.  The Board of Directors may adopt emergency bylaws, subject
           ------
to repeal or change by action of the shareholders, which shall, notwithstanding
any provision of law, the articles of incorporation or these bylaws, be
operative during any emergency in the conduct of the business of the corporation
resulting from an attack on the United States or on a locality in which the
corporation conducts its business or customarily holds meeting of its Board of
Directors or its shareholders, or during any nuclear or atomic disaster, or
during the existence of any catastrophe, or other similar emergency condition,
as a result of which a quorum of the Board of Directors or a standing committee
thereof cannot readily be convened for action.  The emergency bylaws may make
any provision that may be practical and necessary for the circumstances of the
emergency.

     11.2  Lines of Succession.  The Board of Directors, either before or during
           -------------------
any such emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all officers or
agents of the corporation shall for any reason be rendered incapable of
discharging their duties.

     11.3  Head Office.  The Board of Directors, either before or during any
           -----------
such emergency, may (effective during the emergency) change the head office or
designate several alternative head offices or regional offices, or authorize the
officers to do so.

     11.4  Period of Effectiveness.  To the extent not inconsistent with any
           -----------------------
emergency bylaws so adopted, these bylaws shall remain in effect during any such
emergency and upon its termination, the emergency bylaws shall cease to be
operative.

     11.5  Notices.  Unless otherwise provided in emergency bylaws, notice of
           -------
any meeting of the Board of Directors during any such emergency may be given
only to such of the Directors as it may be feasible to reach at the time, and by
such means as may be feasible at the time, including publication, radio or
television.

     11.6  Officers as Directors Pro Tempore.  To the extent required to
           ---------------------------------
constitute a quorum at any meeting of the Board of Directors during any such
emergency, the officers of the corporation who are present shall, unless
otherwise provided in emergency bylaws, be deemed, in order of rank and within
the same rank in order of seniority, Directors for such meeting.


                                       16
<PAGE>
     11.7  Liability of Officers, Directors and Agents.  No officer, Director,
           -------------------------------------------
agent or employee acting in accordance with any emergency bylaw shall be liable
except for willful misconduct.  No officer, Director, agent or employee shall be
liable for any action taken by him or her in good faith in such an emergency in
furtherance of the ordinary business affairs of the corporation even though not
authorized by the bylaws then in effect.


                                 ARTICLE TWELVE
                           CHECKS, NOTES, DRAFTS, ETC.

     Checks, notes, drafts, acceptances, bills of exchange and other orders or
obligations for the payment of money shall be signed by such officer or officers
or person or persons as the Board of Directors by resolution shall from time to
time designate.


                                ARTICLE THIRTEEN
                                   AMENDMENTS

     The bylaws of the corporation may be altered or amended and new bylaws may
be adopted by the shareholders at any annual or special meeting of the
shareholders or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that, if such action is to be taken
at a meeting of the shareholders, notice of the general nature of the proposed
change in the bylaws shall be given in the notice of meeting.  The shareholders
may provide by resolution that any bylaw provision repealed, amended, adopted,
or altered by them may not be repealed, amended, adopted or altered by the Board
of Directors.  Except as otherwise provided in the articles of incorporation,
action by the shareholders with respect to bylaws shall be taken by an
affirmative vote of a majority of all shares entitled to elect Directors, and
action by the Board of Directors with respect to bylaws shall be taken by an
affirmative vote of a majority of all Directors then holding office.


                                       17
<PAGE>