EXHIBIT 3.1(ii)

                                    BYLAWS OF

                           FLAG FINANCIAL CORPORATION
                       (As Amended through March 30, 1998)




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                                            As adopted February 11, 1993
                                            and amended through March 30, 1998

                                     BYLAWS
                                       OF
                           FLAG FINANCIAL CORPORATION

                                    ARTICLE I
                                  STOCKHOLDERS

         SECTION 1.1. Annual Meetings. The annual meeting of the stockholders of
the Corporation  shall be held each year for the purposes of electing  directors
and of  transacting  such other  business as properly may be brought  before the
meeting.  To be properly  brought  before the meeting,  business must be brought
before the meeting (i) by or at the  direction of the Board of Directors or (ii)
by any stockholder of the  Corporation  who complies with the notice  procedures
set forth in this  Section  1.1;  provided,  in each  case,  that such  business
propose  to  be  conducted  is,  under  the  law,  an  appropriate  subject  for
stockholder action. For business to be properly brought before an annual meeting
by a  stockholder,  the  stockholder  must have given timely  notice  thereof in
writing to the  Secretary  of the  Corporation.  To be timely,  a  stockholder's
notice must be delivered to or mailed and  received at the  principal  executive
offices  of  the  Corporation,   in  accordance  with  Securities  and  Exchange
Commission  Rule  14a-8(a)(3)(i),  not less than 120 calendar  days prior to the
date of the Corporation's proxy statement released to stockholders in connection
with the  previous  year's  annual  meeting of  stockholders,  except that if no
annual meeting of  stockholders  was held in the previous year or if the date of
the annual  meeting of  stockholders  has been  changed by more than 30 calendar
days  from  the  date  contemplated  at the time of the  previous  year's  proxy
statement,  the notice shall be received at the principal  executive  offices of
the  Corporation not less than 150 calendar days prior to the date of the annual
meeting.  A  stockholder's  notice to the  Secretary  shall set forth as to each
matter such stockholder  proposes to bring before the annual meeting (i) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for conducting  such business at the annual  meeting,  (ii) the name
and  address,  as they appear on the  Corporation's  books,  of the  stockholder
proposing such business, (iii) the class and number of shares of the Corporation
which are beneficially owned by such stockholder,  (iv) the dates upon which the
stockholder  acquired  such  shares,  (v)  documentary  support for any claim of
beneficial  ownership,  (vi) any material  interest of such  stockholder in such
business  and  (vii)  a  statement  in  support  of the  matter  and  any  other
information  required by said Rule 14a-8. The chairman of an annual meeting may,
if the facts warrant, determine and declare to the meeting that business was not
properly  brought  before the meeting in accordance  with the provisions of this
Section 1.1, and, if he or she should so  determine,  he or she shall so declare
to the meeting and any such business so  determined  to be not properly  brought
before the meeting shall not be transacted.

         SECTION 1.2.  Special  Meetings.  The Corporation  shall hold a special
meeting of  stockholders on call of a majority of the entire Board of Directors,
the Chairman of the Board, the President, or, upon delivery to the Corporation's
Secretary  of a signed and dated  written  request  setting  out the  purpose or
purposes  for the  meeting,  on call of the  holders of a majority  of the votes
entitled  to be cast on any issue  proposed  to be  considered  at the  proposed
special meeting.  Only business within the purpose or purposes  described in the
notice of special  meeting  required by Section 1.4 below may be  conducted at a
special meeting of the stockholders.

         SECTION  1.3.  Date,  Time  and  Place of  Meetings.  All  meetings  of
stockholders  shall be held on such date and at such time and  place,  within or
without the State of Georgia,  as may be fixed from time to time by the Board of
Directors.  The  date,  time and  place of all  meetings  shall be stated in the
notice of the  meeting or in a duly  executed  waiver of notice  thereof.  If no
designation  is made,  the place of the meeting shall be the principal  business
office of the Corporation.

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          SECTION  1.4.  Notice  of  Meetings.  The  Secretary  or an  Assistant
Secretary  shall deliver,  either  personally or by first-class  mail, a written
notice of the place,  day, and time of all meetings of the stockholders not less
than ten nor more than 60 days before the meeting  date to each  stockholder  of
record  entitled  to vote at such  meeting.  Written  notice is  effective  when
mailed,  if mailed with first-class  postage prepaid and correctly  addressed to
the  stockholder's   address  shown  in  the  Corporation's  current  record  of
stockholders.  In the case of a special  meeting,  the purpose or  purposes  for
which the  meeting is called  shall be  included  in the  notice of the  special
meeting.  If an  annual or  special  stockholders'  meeting  is  adjourned  to a
different date, time, or place,  notice of the new date, time, or place need not
be given if the new date,  time,  or place is  announced  at the meeting  before
adjournment.  However, if a new record date for the adjourned meeting is or must
be fixed under Section 1.5 herein, notice of the adjourned meeting must be given
to persons who are stockholders as of the new record date.

         SECTION 1.5. Record Date. The Board of Directors, in order to determine
the  stockholders  entitled  to  notice  of or to  vote  at any  meeting  of the
stockholders  or any  adjournment  thereof,  or to express  consent to corporate
action in writing  without a meeting,  or to receive  payment of any dividend or
other  distribution  or  allotment  of any rights,  or to exercise any rights in
respect of any change,  conversion  or exchange of stock,  or for the purpose of
any other lawful  action,  shall fix in advance a record date which shall not be
less than ten nor more than 70 days  before  the date of such  meeting or action
requiring a determination  of stockholders.  Only such  stockholders as shall be
stockholders  of record on the date fixed shall be entitled to such notice of or
to vote at such meeting or any adjournment thereof, or to receive payment of any
such dividend or other  distribution or allotment of any rights,  or to exercise
any such rights in respect of stock, or to take any such other lawful action, as
the case may be,  notwithstanding  any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid. The record date shall
apply to any adjournment of the meeting except that the Board of Directors shall
fix a new record date for the adjourned meeting if the meeting is adjourned to a
date more than 120 days after the date fixed for the original meeting.

         SECTION 1.6. Stockholders' List for Meeting. After fixing a record date
for a meeting,  the Corporation  shall prepare an alphabetical list of the names
of all stockholders who are entitled to notice of the stockholders' meeting. The
list shall be arranged by voting group (and within each voting group by class or
series of shares)  and show the  address  of and  number of shares  held by each
stockholder.  The Corporation  shall make the  stockholders'  list available for
inspection by any  stockholder,  his or her agent, or his or her attorney at the
time and place of the meeting.

         SECTION  1.7.  Quorum.  Subject to any express  provision of law or the
Articles of  Incorporation,  a majority of the votes  entitled to be cast by all
shares voting together as a group shall  constitute a quorum for the transaction
of business at all meetings of the  stockholders.  Whenever a class of shares or
series of shares is entitled to vote as a separate  voting group on a matter,  a
majority of the votes entitled to be cast by each voting group so entitled shall
constitute a quorum for purposes of action on any matter requiring such separate
voting.  Once a share is  represented,  either in  person  or by proxy,  for any
purpose  at a meeting  other  than  solely to  object  to  holding a meeting  or
transacting  business at the meeting,  it is deemed present for quorum  purposes
for the remainder of the meeting and for any  adjournment of that meeting unless
a new record date is set for the adjourned meeting.

         SECTION 1.8. Adjournment of Meetings.  The holders of a majority of the
voting  shares  represented  at a meeting,  or the  Chairman of the Board or the
President,  whether or not a quorum is present,  shall have the power to adjourn
the meeting from time to time,  without  notice other than  announcement  at the
meeting.  At such  adjourned  meeting  at which a quorum  shall  be  present  or
represented,  any business may be transacted which might have been transacted at
the meeting as originally  notified.  If after the adjournment a new record date

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is fixed for the adjourned  meeting,  a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the adjourned meeting.

         SECTION 1.9. Vote Required.  When a quorum  exists,  action on a matter
(other than the  election  of  directors)  by a voting  group is approved if the
votes cast within the voting  group  favoring  the action  exceed the votes cast
opposing the action, unless the Articles of Incorporation, a bylaw authorized by
the Articles of Incorporation or an express  provision of law requires a greater
number of  affirmative  votes.  Unless  otherwise  provided  in the  Articles of
Incorporation,  directors  are elected by a  plurality  of the votes cast by the
shares  entitled  to vote in the  election  at a  meeting  at which a quorum  is
present.  Stockholders  do not have the right to cumulate their votes unless the
Articles of Incorporation so provide.

         SECTION 1.10. Voting  Entitlement of Shares.  Unless otherwise provided
in the Articles of  Incorporation,  each  stockholder,  at every  meeting of the
stockholders, shall be entitled to cast one vote, either in person or by written
proxy,  for  each  share  standing  in his  or her  name  on  the  books  of the
Corporation  as of the record date. A stockholder  may vote his or her shares in
person or by proxy.  An  appointment  of proxy is effective when received by the
Secretary of the  Corporation  or other officer or agent  authorized to tabulate
votes and is valid for 11 months unless a longer period is expressly provided in
the  appointment  of proxy form.  An  appointment  of proxy is  revocable by the
stockholder  unless  the  appointment  form  conspicuously  states  that  it  is
irrevocable and the appointment is coupled with an interest.

         SECTION  1.11.  Voting  of  Shares by  Certain  Holders.  Shares of the
Corporation's  voting stock standing in the name of another  corporation  may be
voted by the  Chairman of the Board,  the  President,  any Vice  President,  the
Secretary or the  Treasurer of such  corporation,  unless  evidence is presented
that such  person does not have the  authority  to vote such shares or that such
authority is vested in another person.

         Shares held by an administrator,  executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his or her name.  Shares  standing in the name of a trustee may be voted by
him,  either in person or by proxy,  but no trustee  shall be  entitled  to vote
shares held by him or her without a transfer of such shares into his or her name
or the name of his or her  nominee.  Shares  standing in the name of a person as
life tenant may be voted by him, either in person or by proxy, unless the record
of stockholders shows that he or she is not entitled to vote such shares.

         Shares  standing  in the  name  of a  receiver  may be  voted  by  such
receiver,  and shares held by or under the control of a receiver may be voted by
such receiver  without the transfer thereof into his or her name if authority to
do so is contained in an  appropriate  order of the court by which such receiver
was appointed.

         A  stockholder  whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, or a
nominee of the pledgee,  and  thereafter the pledgee or his or her nominee shall
be entitled to vote the shares so transferred.

         Shares of its own stock  belonging to the Corporation or any subsidiary
shall not be voted,  directly  or  indirectly,  at any  meeting and shall not be
counted in determining the total number of outstanding shares at any given time;
provided,  however,  that shares held in a  fiduciary  capacity by a  subsidiary
company or other entity  authorized under state or federal law to exercise trust
powers may be voted at any such meeting and counted in determining the number of
shares outstanding.

         SECTION  1.12.  Action by  Stockholders  Without a Meeting.  Any action
required  or  permitted  to be taken  at a  stockholders'  meeting  may be taken
without a meeting if the  action is taken by all the  stockholders  entitled  to
vote on the  action,  or, if so provided in the  Articles of  Incorporation,  by
persons who would be entitled to vote at a meeting shares having voting power to

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cast not less than the  minimum  number  (or  numbers,  in the case of voting by
groups) of votes that would be  necessary  to  authorize or take the action at a
meeting at which all  stockholders  entitled to vote were present and voted. The
action must be evidenced by one or more written  consents  describing the action
taken,  signed by  stockholders  entitled to take  action  without a meeting and
delivered to the Corporation for inclusion in the minutes or for filing with the
corporate  records.  No written  consent  shall be valid  unless the  consenting
stockholder  has been  furnished the same material that would have been required
to be sent to the  stockholders  in a notice of a meeting at which the  proposed
action would have been submitted to the  stockholders  for action or the written
consent  contains  an  express  waiver  of the  right to  receive  the  material
otherwise  required  to be  furnished.  Action with  respect to any  election of
directors as to which stockholders would be entitled to cumulative voting may be
taken without a meeting only by written consent of all the stockholders entitled
to vote on the action.  Notice shall be given within ten (10) days of the taking
of the corporate action without a meeting by less than unanimous written consent
to those persons who are  stockholders on the date the consent is first executed
and who have not consented in writing.


                                   ARTICLE II
                               BOARD OF DIRECTORS

         SECTION 2.1. General Powers.  Subject to the Articles of Incorporation,
Bylaws  approved  by the  stockholders  and any  lawful  agreement  between  the
stockholders,  all corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation  managed under the direction
of, the Board of Directors.

         SECTION 2.2.  Number and Term. The Board of Directors  shall consist of
twelve (12) members and shall be divided  into three  classes as nearly equal in
number as  possible.  The  members of each class  shall be elected for a term of
three years and until their  successors  are  elected and  qualified.  One class
shall be elected by ballot  annually.  Any  amendment of this Section 2.2 of the
Bylaws  which has the  effect of  changing  the  minimum  or  maximum  number of
directors as set forth herein shall require the  affirmative  vote of two-thirds
of all  directors  then in  office or the  affirmative  vote of the  holders  of
two-thirds of the issued and outstanding  shares of the Corporation  entitled to
vote at any  regular or  special  meeting  of the  stockholders  called for that
purpose.

         SECTION 2.3.  Qualifications of Directors.  Directors  shall be natural
persons who have attained the age of 18 years but need not be residents  of  the
State of Georgia or stockholders of the Corporation.

         SECTION 2.4. Vacancy on the Board. Unless the Articles of Incorporation
provide  otherwise,  if a vacancy occurs on the Board of Directors,  including a
vacancy  resulting from an increase in the number of directors,  the vacancy may
be  filled  by the  stockholders,  Board  of  Directors,  or,  if the  directors
remaining  in  office  constitute  fewer  than a  quorum  of the  Board,  by the
affirmative vote of a majority of all directors remaining in office.

         SECTION 2.5.  Committees.  The Board of Directors  may, by  resolution,
designate  from among its  members one or more  committees,  each  committee  to
consist of one or more  directors,  except  that  committees  appointed  to take
action with respect to  indemnification  of  directors,  directors'  conflicting
interest  transactions  or derivative  proceedings  shall consist of two or more
directors qualified to serve pursuant to the Georgia Business  Corporation Code.
Any such committee, to the extent specified by the Board of Directors,  Articles
of Incorporation or Bylaws,  shall have and may exercise all of the authority of
the  Board  of  Directors  in the  management  of the  business  affairs  of the
Corporation,  except  that it may not (1)  approve or  propose  to  stockholders
action that the Georgia  Business  Corporation  Code  requires to be approved by
stockholders,  (2)  fill  vacancies  on the  Board  of  Directors  or any of its
committees, (3) amend the Articles of Incorporation, (4) adopt, amend, or repeal

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Bylaws or (5) approve a plan of merger not requiring stockholder  approval.  The
creation of, delegation of authority to, or action by a committee does not alone
constitute  compliance by a director with the standards of conduct  described in
Georgia Business Corporation Code Section 14-2-830.

         SECTION  2.6.  Meetings.  The Board of Directors  shall meet  annually,
without  notice,  immediately  following  and at the same  place  as the  annual
meeting of stockholders or at the next regularly  scheduled meeting of directors
following the annual meeting of  stockholders.  Regular meetings of the Board of
Directors or any committee may be held between annual meetings without notice at
such time and at such place,  within or without  the State of  Georgia,  as from
time to time shall be determined by the Board or committee,  as the case may be.
Any director may call a special  meeting of the  directors at any time by giving
each director two days notice. Such notice may be given orally or in writing. If
given in writing,  it is effective  when received or five days after its deposit
in the mail if mailed with first-class postage prepaid and correctly  addressed.
Neither  the  business to be  transacted  at, nor the purpose of, any regular or
special meeting need be specified in the notice or any waiver of notice.

         SECTION  2.7.  Quorum  and  Voting.  At all  meetings  of the  Board of
Directors  or any  committee  thereof,  a majority  of the  number of  directors
prescribed,  or if no number is  prescribed,  the  number in office  immediately
before the meeting  begins,  shall  constitute a quorum for the  transaction  of
business.  The  affirmative  vote of a majority of the directors  present at any
meeting  at which  there is a quorum at the time of such act shall be the act of
the  Board  or of the  committee,  except  as might  be  otherwise  specifically
provided by statute or by the Articles of Incorporation or Bylaws.

         SECTION  2.8.   Action   Without   Meeting.   Unless  the  Articles  of
Incorporation or Bylaws provide  otherwise,  any action required or permitted to
be taken at any meeting of the Board of Directors or any  committee  thereof may
be taken without a meeting if the action is taken by all members of the Board or
committee,  as the case may be.  The  action  must be  evidenced  by one or more
written consents describing the action taken, signed by each director, and filed
with the minutes of the  proceedings of the Board or committee or filed with the
corporate records.

         SECTION  2.9.  Remote  Participation  in a  Meeting.  Unless  otherwise
restricted by the Articles of  Incorporation  or the Bylaws,  any meeting of the
Board of Directors may be conducted by the use of any means of  communication by
which all directors  participating may simultaneously hear each other during the
meeting.  A  director  participating  in a meeting by this means is deemed to be
present in person at the meeting.

         SECTION 2.10. Honorary and Advisory  Directors.  The Board of Directors
may appoint any individual an Honorary Director,  Director Emeritus or member of
any  advisory  board  established  by the  Board of  Directors.  Any  individual
appointed an Honorary Director, Director Emeritus or member of an advisory board
as provided by this Section 2.10 may be compensated as provided in Section 2.11,
but such individual may not vote at any meetings of the Board of Directors or be
counted in  determining  a quorum as  provided in Section 2.7 and shall not have
any  responsibility or be subject to any liability  imposed upon a director,  or
otherwise be deemed a director.

         SECTION 2.11. Compensation of Directors. The Board of Directors may fix
the compensation of the directors for their services as directors, except that a
director  who is an officer or  employee  of the  Corporation  shall  receive no
compensation  or fees for serving as a director.  No  provision  of these Bylaws
shall be construed to preclude any director from serving the  Corporation in any
other capacity and receiving compensation therefore.

         SECTION  2.12.  Removal of  Directors by  Stockholders.  Subject to the
requirements of Section  14-2-808 of the Georgia  Business  Corporation Code for
the removal of directors elected by cumulative  voting, by a voting group or for
staggered  terms, and the Articles of  Incorporation,  any one or more directors
may be removed from office,  but only for cause,  at any meeting of stockholders

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with respect to which notice of such purpose has been given,  by the affirmative
vote of the holder or holders of a  majority  of the  outstanding  shares of the
Corporation.  For purposes of this section,  "cause" shall mean final conviction
of a felony,  request or demand for  removal  by any bank  regulatory  authority
having jurisdiction over the Corporation,  or breach of fiduciary duty involving
personal  profit.  A removed  director's  successor  may be  elected at the same
meeting or time to serve the unexpired term.  Unless two-thirds of the directors
then serving  shall approve the proposed  change,  this Section 2.12 may only be
amended  or  rescinded  by the  affirmative  vote  of the  holders  of at  least
two-thirds of the issued and outstanding  shares of the Corporation  entitled to
vote in an election  of  directors  or at any regular or special  meeting of the
stockholders.  Notice of any proposed  change must be contained in the notice of
the meeting sent to stockholders.

         SECTION  2.13.  Presumption  of Assent.  A director who is present at a
meeting of the Board of  Directors or any  committee  thereof at which action on
any  corporate  matter is taken shall be presumed to have assented to the action
taken unless his or her dissent or abstention  shall be entered into the minutes
of the  meeting,  or unless he or she shall file his or her  written  dissent or
abstention to such action with the person acting as the Secretary of the meeting
before the adjournment  thereof,  or shall forward such dissent or abstention by
registered  mail to the Secretary of the  Corporation  within 24 hours after the
adjournment of the meeting.

         SECTION 2.14.  Nomination of Directors.  Only persons who are nominated
in accordance  with the following  procedures  shall be eligible for election as
directors.  Nominations of persons for election to the Board of Directors of the
Corporation may be made (i) by the Board of Directors or at the direction of the
Board by any  nominating  committee or person  appointed by the Board or (ii) by
any  stockholder  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  2.14.  Such  nominations,  other  than  those  made  by or at the
direction of the Board of Directors,  shall be made pursuant to timely notice in
writing to the  Secretary  of the  Corporation.  To be timely,  a  stockholder's
notice shall be delivered to or mailed and received at the  principal  executive
offices  of  the  Corporation,   in  accordance  with  Securities  and  Exchange
Commission  Rule  14a-8(a)(3)(i),  not less than 120 calendar  days prior to the
date of the Corporation's proxy statement released to stockholders in connection
with the  previous  year's  annual  meeting of  stockholders,  except that if no
annual meeting of  stockholders  was held in the previous year or if the date of
the annual  meeting of  stockholders  has been  changed by more than 30 calendar
days  from  the  date  contemplated  at the time of the  previous  year's  proxy
statement,  the notice shall be received at the principal  executive  offices of
the  Corporation not less than 150 calendar days prior to the date of the annual
meeting.  Such  stockholders'  notice shall set forth (i) as to each person whom
such stockholder proposes to nominate for election or re-election as a director,
all  information  relating to such person  that is required to be  disclosed  in
solicitations  of proxies for election of directors  pursuant to Regulation  14A
under the Securities  Exchange Act of 1934, as amended  (including such person's
written  consent  to being  named in the proxy  statement  as a  nominee  and to
serving as a director if  elected);  and (ii) as to the  stockholder  giving the
notice, (a) the name and address, as they appear on the Corporation's  books, of
such  stockholder,  (b) the class and number of shares of the Corporation  which
are  beneficially  owned by such  stockholder,  (c) the  dates  upon  which  the
stockholder  acquired  such  shares,  (d)  documentary  support for any claim of
beneficial ownership and (e) any relationship or affiliation of such stockholder
with  such  nominee.  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  which pertains to the nominee
which is required to be set forth in a stockholders'  notice. No person shall be
eligible  for  election as a director of the  Corporation  unless  nominated  in
accordance  with the  procedures  set forth in the Bylaws.  The  Chairman of the
meeting may, if the facts  warrant,  determine and declare to the meeting that a
nomination  was not made in  accordance  with the  procedures  prescribed by the
Bylaws,  and if he should so  determine,  he shall so declare to the meeting and
the defective nomination shall be disregarded.

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                                   ARTICLE III
                                     NOTICES

         SECTION 3.1. Notice.  Whenever, under the provisions of the Articles of
Incorporation  or of these  Bylaws or by law,  notice is required to be given to
any  director or  stockholder,  it shall not be  construed  to require  personal
notice, but such notice may be given in writing, by mail, or by telegram,  telex
or facsimile  transmission  and such notice shall be deemed to be effective when
received, or when delivered,  properly addressed,  to the addressee's last known
principal  place of business or residence,  or five days after the same shall be
deposited in the United States mail if mailed with  first-class  postage prepaid
and correctly  addressed or on the date shown on the return receipt,  if sent by
registered or certified  mail,  and the receipt is signed by or on behalf of the
addressee. Notice to any director or stockholder may also be oral if oral notice
is reasonable  under the  circumstances.  If these forms of personal  notice are
impractical, notice may be communicated by a newspaper of general circulation in
the area  where  published,  or by radio,  television,  or other  form of public
broadcast communication.

         SECTION  3.2.  Waiver of Notice.  Whenever any notice is required to be
given under provisions of the Articles of Incorporation or of these Bylaws or by
law, a waiver thereof,  signed by the person entitled to notice and delivered to
the  Corporation  for  inclusion  in the  minutes or filing  with the  corporate
records,  whether  before  or after  the time  stated  therein,  shall be deemed
equivalent to notice.  Attendance  of a person at a meeting  shall  constitute a
waiver of notice of such meeting and of all  objections  to the place or time of
the meeting or the manner in which it has been called or  convened,  except when
the  person  attends  a meeting  for the  express  purpose  of  stating,  at the
beginning of the  meeting,  any such  objection  and, in the case of a director,
does not thereafter  vote for or assent to action taken at the meeting.  Neither
the  business  to be  transacted  at nor the  purpose of any  regular or special
meeting of the  stockholders,  directors  or a committee  of  directors  need be
specified in any written waiver of notice; provided, however, that any waiver of
notice of a meeting of stockholders required with respect to a plan of merger or
a plan of  consolidation  shall be effective only upon  compliance  with Section
14-2-706(c) of the Georgia Business Corporation Code or successor provisions.


                                   ARTICLE IV
                                    OFFICERS

         SECTION 4.1. Appointment. The Board of Directors at each annual meeting
of directors  shall elect a President  and a  Secretary.  The Board of Directors
also may elect such additional officers as it shall deem necessary,  including a
Chairman of the Board, a Treasurer,  one or more Vice Presidents (one or more of
whom may be designated Executive Vice President,  First Vice President or Senior
Vice President),  Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers,  who shall  exercise such powers and perform such duties as shall be
determined  from time to time by the Board of  Directors.  Any number of offices
may be held by the same person  unless the  Articles of  Incorporation  or these
Bylaws otherwise  provide.  The appointment of an officer does not itself create
contract rights.

         SECTION 4.2.  Qualification. Officers shall be natural persons who have
attained the age of 18 years, but need not be residents of the State of  Georgia
or stockholders of the Corporation.

         SECTION  4.3.  Compensation.  The  salaries  of  all  officers  of  the
Corporation  shall be fixed by the Board of  Directors or a committee or officer
appointed by the Board.  Salary  payments made to an officer of the  Corporation
that  shall be  disallowed  in whole or in part as a  deductible  expense by the
Corporation  for federal income tax purposes shall be reimbursed by such officer
to the Corporation to the full extent of the disallowance.  It shall be the duty
of the Board of Directors to enforce payment of each such amount disallowed.

                                       7
<PAGE>

         SECTION 4.4. Term of Office. Unless otherwise provided by resolution of
the Board of Directors,  the principal  officers shall be chosen annually by the
Board at the  first  meeting  of the  Board  following  the  annual  meeting  of
stockholders  of the  Corporation,  or as  soon  thereafter  as is  conveniently
possible.  Subordinate  officers may be elected from time to time.  Each officer
shall serve until the  expiration of the term for which he or she was elected or
until his or her successor  shall have been elected and qualified,  or until his
or her death, resignation or removal.

         SECTION 4.5. Resignation and Removal of Officers. An officer may resign
at any time by delivering  notice to the  Corporation,  and such  resignation is
effective  when the notice is  delivered  unless the  notice  specifies  a later
effective  date.  The Board of Directors may remove any officer at any time with
or without cause.

         SECTION 4.6. Vacancies.  Any vacancy in office resulting from any cause
may be filled by the Board of Directors.

         SECTION  4.7.  Powers and Duties.  Each officer has the  authority  and
shall perform the duties set forth below or, to the extent consistent with these
Bylaws,  the duties  prescribed  by the Board of Directors or by direction of an
officer  authorized  by the Board of Directors to prescribe  the duties of other
officers.

         (a)  Chairman of the Board.  A Chairman of the Board may be chosen from
         among  the  directors.  He or she  shall be ex  officio a member of all
         standing  committees,  unless  otherwise  provided  in  the  resolution
         appointing  the same.  The Chairman of the Board shall call meetings of
         the stockholders, the Board of Directors and any Executive Committee to
         order and shall act as chairman of such meetings.  He or she shall also
         perform such other duties as may be assigned to him or her by the Board
         of Directors.

         (b) President.  The President shall be the Chief  Executive  Officer of
         the Corporation and shall be responsible for the  administration of the
         Corporation,  including  general  supervision  of the  policies  of the
         Corporation and general and active  management of the financial affairs
         of the Corporation.  He or she shall have the power to make and execute
         contracts on behalf of the  Corporation  and to delegate  such power to
         others.  He or she also shall have such powers and perform  such duties
         as are specifically imposed on him or her by law and as may be assigned
         to him or her by the Board of Directors.

         (c) Vice Presidents.  The Vice  Presidents,  if any, shall perform such
         duties as vice  presidents  customarily  perform and shall perform such
         other duties and shall  exercise  such other powers as the President or
         the  Board of  Directors  may  from  time to time  designate.  The Vice
         President,  in the absence or  disability  or at the  direction  of the
         President,  shall  perform  the duties and  exercise  the powers of the
         President. If the Corporation has more than one Vice President, the one
         designated  by  the  Board  of  Directors  shall  act  in  lieu  of the
         President,  or, in the absence of any such  designation,  then the Vice
         President first elected shall act in lieu of the President.

         (d)  Secretary.   The  Secretary  shall  attend  all  meetings  of  the
         stockholders  and all  meetings  of the  Board of  Directors  and shall
         record all votes and minutes of all proceedings in books to be kept for
         that purpose, and shall perform like duties for the standing committees
         when  required.  He or she shall have custody of the corporate  seal of
         the  Corporation,  shall  have the  authority  to affix the same to any
         instrument  the execution of which on behalf of the  Corporation  under
         its seal is duly  authorized and shall attest to the same by his or her
         signature  whenever  required.  The Board of Directors may give general
         authority to any other officer to affix the seal of the Corporation and
         to  attest to the same by his or her  signature.  The  Secretary  shall
         give,  or cause to be given,  any  notice  required  to be given of any
         meetings  of  the  stockholders,  the  Board  of  Directors  and of the
         standing committees when required. The Secretary shall cause to be kept
         such books and records as the Board of  Directors,  the Chairman of the
         Board or the  President  may require  and shall  cause to be  prepared,

                                       8
<PAGE>

         recorded,  transferred,  issued,  sealed and canceled  certificates  of
         stock  as  required  by the  transactions  of the  Corporation  and its
         stockholders.  The Secretary  shall attend to such  correspondence  and
         shall  perform  such other duties as may be incident to the office of a
         Secretary of a  corporation  or as may be assigned to him or her by the
         Board of Directors, the Chairman of the Board or the President.

         (e)  Treasurer.  The Treasurer  shall be charged with the management of
         financial  affairs of the  Corporation.  He or she shall  perform  such
         duties as  treasurers  usually  perform  and shall  perform  such other
         duties and shall  exercise such other powers as the Board of Directors,
         the  Chairman  of the  Board or the  President  may  from  time to time
         designate and shall render to the Chairman of the Board,  the President
         and to the Board of Directors,  whenever  requested,  an account of the
         financial condition of the Corporation.

         (f)  Assistant  Vice  President,   Assistant  Secretary  and  Assistant
         Treasurer.  The  Assistant  Vice  President,  Assistant  Secretary  and
         Assistant  Treasurer,   in  the  absence  or  disability  of  any  Vice
         President, the Secretary or the Treasurer,  respectively, shall perform
         the duties and exercise the powers of those  offices,  and, in general,
         they shall  perform  such other  duties as shall be assigned to them by
         the Board of Directors or by the person  appointing them.  Specifically
         the Assistant  Secretary may affix the corporate  seal to all necessary
         documents and attest the signature of any officer of the Corporation.

         SECTION 4.8.  Delegation  of  Authority.  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 may delegate,  for the time being,
any or all of the powers or duties of such  officer  to any other  officer or to
any director.


                                    ARTICLE V
                                  CAPITAL STOCK

         SECTION 5.1. Share  Certificates.  Unless the Articles of Incorporation
or these Bylaws  provide  otherwise,  the Board of Directors  may  authorize the
issuance  of some or all of the  shares of any or all of its  classes  or series
with or without  certificates.  Unless the  Georgia  Business  Corporation  Code
provides otherwise,  there shall be no differences in the rights and obligations
of  stockholders  based on  whether  or not  their  shares  are  represented  by
certificates.

         In the  event  that  the  Board of  Directors  authorizes  shares  with
certificates,  each certificate  representing shares of stock of the Corporation
shall be in such form as shall be approved by the Board of  Directors  and shall
set  forth  upon the face  thereof  the name of the  Corporation  and that it is
organized under the laws of the State of Georgia, the name of the person to whom
the  certificate  is  issued,  and  the  number  and  class  of  shares  and the
designation  of the series,  if any, the  certificate  represents.  The Board of
Directors may designate any one or more officers to sign each share certificate,
either manually or by facsimile. In the absence of such designation,  each share
certificate  must  be  signed  by the  President  or a Vice  President  and  the
Secretary  or  an  Assistant  Secretary.  If  the  person  who  signed  a  share
certificate,  either  manually or in facsimile,  no longer holds office when the
certificate is issued, the certificate is nevertheless valid.

         SECTION  5.2.  Record  of  Stockholders.  The  Corporation  or an agent
designated  by  the  Board  of  Directors   shall   maintain  a  record  of  the
Corporation's stockholders in a form that permits preparation of a list of names
and  addresses of all  stockholders,  in  alphabetical  order by class or shares
showing the number and class of shares held by each stockholder.

                                       9
<PAGE>

         SECTION 5.3. Lost  Certificates.  In the event that a share certificate
is lost,  stolen or  destroyed,  the Board of  Directors  may direct  that a new
certificate be issued in place of such  certificate.  When authorizing the issue
of a new  certificate,  the Board of Directors may require such proof of loss as
it may deem  appropriate  as a  condition  precedent  to the  issuance  thereof,
including  a  requirement  that the  owner of such  lost,  stolen  or  destroyed
certificate,  or his or her  legal  representative,  advertise  the same in such
manner as the Board shall require  and/or that he or she give the  Corporation a
bond in such sum as the Board may direct as indemnity against any claim that may
be made against the Corporation with respect to the certificate  alleged to have
been lost, stolen or destroyed.

         SECTION 5.4. Transfers of Shares.

         (a) Transfers of shares of the capital stock of the  Corporation  shall
be made only upon the books of the Corporation by the registered holder thereof,
or by his or her duly authorized attorney,  or with a transfer clerk or transfer
agent  appointed  as  provided in Section 5.5 hereof and, in the case of a share
represented by certificate,  on surrender of the certificate or certificates for
such shares properly endorsed and the payment of all taxes thereon.

         (b) The Corporation  shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive dividends,
to vote as such  owner,  and for all other  purposes,  and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other  person,  whether  or not it shall  have  express or other
notice thereof, except as otherwise provided by law.

         SECTION 5.5. Transfer Agents and Registrars. The Board of Directors may
establish such other  regulations as it deems  appropriate  governing the issue,
transfer,   conversion  and  registration  of  stock   certificates,   including
appointment of transfer agents, clerks or registrars.


                                   ARTICLE VI
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         SECTION 6.1.  Indemnification  of Directors.  Subject to any provisions
contained in the Articles of Incorporation,  the Corporation shall indemnify any
director  made a party to a  proceeding  because he is or was a director or who,
while a director,  is or was serving at the Corporation's request 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  reasonable  expenses and liability,  as defined in Section
14-2-850 of the Georgia Business  Corporation  Code, as it may from time to time
be amended,  incurred by such director in any  threatened,  pending or completed
proceeding,  whether  civil,  criminal,  administrative  or  investigative,  and
whether  formal or informal,  and shall advance  expenses upon receipt from such
director of the written  affirmation and repayment  promise  required by Section
14-2-856 of the  Georgia  Business  Corporation  Code or  successor  provisions;
provided, however, that the Corporation shall not indemnify any director for any
liability or expenses  incurred by such director (i) for any  appropriation,  in
violation of his duties,  of any business  opportunity of the Corporation;  (ii)
for any acts or omissions  which  involve  intentional  misconduct  or a knowing
violation of law; (iii) for the types of liability set forth in Section 14-2-832
of the Georgia Business  Corporation Code or successor  provisions;  or (iv) for
any transaction from which the director derives an improper personal benefit.

         SECTION  6.2.   Indemnification  of  Officers.  The  Corporation  shall
indemnify  any  officer  made a party to a  proceeding  because  he is or was an
officer or who, while an officer, is or was serving at the Corporation's request
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 reasonable expenses and liability, as defined

                                       10
<PAGE>

in Section  14-2-850 of the Georgia  Business  Corporation  Code, as it may from
time to time be amended, incurred by such officer in any threatened,  pending or
completed proceeding, whether civil, criminal,  administrative or investigative,
and whether formal or informal,  and shall advance  expenses to the same extent,
and  subject to the same  conditions,  as are  provided  in Section 6.1 of these
Bylaws with respect to directors.

         SECTION 6.3. Determination of Director Eligibility. The indemnification
of directors under Section 6.1 of these Bylaws (unless ordered by a court) shall
be effective only when a determination of eligibility  under said Section 6.1 is
made:

                  (a) By the Board of Directors by majority  vote of a quorum
         consisting of directors not at the time parties to the proceeding;

                  (b) If a quorum cannot be obtained under  subparagraph  (a) of
         this Section 6.3, 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 subparagraph (a) or (b)
                  of this Section 6.3; or

                           (ii) If a quorum of the Board of Directors  cannot be
                  obtained  under  subparagraph  (a) of this  Section  6.3 and a
                  committee cannot be designated under  subparagraph (b) of this
                  Section  6.3,  selected by majority  vote of the full Board of
                  Directors  (in which  selection  directors who are parties may
                  participate); or

                  (d) By the  stockholders,  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.

         SECTION  6.4.  Expenses.  Expenses  incurred  in  defending  a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding on receipt of a written
affirmation  of the person seeking such advance of his good faith belief that he
has met the standard of conduct set forth in Section  14-2-856(b) of the Georgia
Business Corporation Code or successor provisions, and receipt of an undertaking
by or on  behalf  of such  person  to repay  any  advances  if it is  ultimately
determined that such person is not entitled to indemnification.

         SECTION 6.5. Insurance. The Corporation and its officers shall have the
power to 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 in that capacity or arising from
his  status as a  director,  officer,  employee,  or agent,  whether  or not the
Corporation  would have the power to  indemnify  him against the same  liability
under the provisions of this Article VI.

         SECTION 6.6. Notice to Stockholders of Director Indemnification. If the
Corporation  indemnifies or advances  expenses to a director,  otherwise than by
action by the  stockholders  or by an  insurance  carrier  pursuant to insurance

                                       11
<PAGE>

maintained by the Corporation,  the Corporation shall report the indemnification
or advance in writing to the stockholders  with or before the notice of the next
annual stockholders' meeting.

         SECTION 6.7. Effect of Repeal of Indemnification  Provisions  Following
Action or Omission.  The rights to  indemnification  provided by this Article VI
shall apply to all proceedings described in Sections 6.1 and 6.2 with respect to
actions or  omissions  of a director or officer that occur while this Article VI
is in effect,  regardless  of whether any  provision of this Article VI has been
amended or  repealed  subsequent  to such  actions or  omissions.  All rights to
indemnification  under this Article VI shall be deemed to be a contract  between
the  Corporation  and each  director  and  officer  who serves or served in such
capacity and shall not be diminished by any written agreement providing any such
person with rights of indemnification, but shall be in addition to such rights.

         SECTION 6.8. Merging and  Consolidating  Corporations.  For purposes of
this Article VI, references to the "Corporation"  shall include,  in addition to
this  Corporation,  any  merging or  consolidating  corporation  (including  any
merging or consolidating corporation of a merging or consolidating  corporation)
absorbed in a merger or consolidation with this Corporation,  so that any person
who  is  or  was  a  director  or  officer  of  such  merging  or  consolidating
corporation,  or  who is or was  serving  at the  request  of  such  merging  or
consolidating  corporation  as a director  or  officer  of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under this Article VI with respect to this  Corporation as he would if
he had served this Corporation in the same capacity;  provided, however, that no
indemnification  under  Sections 6.1 and 6.2 permitted by this Section 6.8 shall
be mandatory under this Section 6.8 or any Bylaw of this Corporation without the
approval of such  indemnification  by the Board of Directors or the stockholders
of this  Corporation in the manner provided in paragraphs (a) and (d) of Section
6.3.

         SECTION 6.9. Survival.  The indemnification and advancement of expenses
provided by or granted pursuant to this Article VI shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of the
heirs, executors and administrators of such a person.

         SECTION 6.10. Scope of Article.  The indemnification and advancement of
expenses  provided  by or granted  pursuant to this  Article VI is intended  and
shall be interpreted to provide  indemnification  and advancement of expenses to
the full extent permitted by the Georgia Business Corporation Code but shall not
be deemed  exclusive  of any other  rights,  in  respect of  indemnification  or
otherwise,  to which any  director or officer  may be entitled  under any Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding such office.


                                   ARTICLE VII
                               GENERAL PROVISIONS

         SECTION  7.1.  Fair  Price  in  Business   Combinations.   All  of  the
requirements  of Sections  14-2-1110  to  14-2-1113,  inclusive,  of the Georgia
Business Corporation Code, as from time to time amended,  shall be applicable to
the Corporation and to any business  combination  approved or recommended by the
Board of Directors hereafter.

         SECTION 7.2. Seal. The Corporation  may have a seal,  which shall be in
such form as the Board of  Directors  may from  time to time  determine.  In the
event that the use of the seal is at any time inconvenient,  the signature of an
officer of the Corporation, followed by the word "Seal" enclosed in parenthesis,
shall be deemed the seal of the Corporation.

                                       12
<PAGE>

         SECTION  7.3.  Dividends.  Dividends  upon  the  capital  stock  of the
Corporation,  subject to any provisions of the Articles of Incorporation, may be
declared by the Board of Directors at any regular or special meeting pursuant to
the provisions of the Georgia Business Corporation Code and the applicable rules
and regulations of the appropriate regulatory authorities. Dividends may be paid
in cash, in property,  or in shares of the Corporation's  capital stock, subject
to the  provisions  of the  Articles  of  Incorporation.  Before  payment of any
dividend,  there may be set aside out of any funds of the corporation  available
for  dividends  such sum or sums as the  directors  from time to time,  in their
absolute  discretion,  determine  to be proper as a reserve or  reserves to meet
contingencies,  or for equalizing dividends, or for repairing or maintaining any
property of the  Corporation,  or for such other purpose as the directors  shall
deem to be conducive to the interest of the  Corporation,  and the directors may
modify or abolish any such reserve in the manner in which it was created.

         SECTION 7.4. Legal  Restrictions.  All matters  covered in these Bylaws
shall be subject to such  restrictions as shall be imposed on the Corporation by
applicable  state and federal  laws,  rules and  regulations,  including but not
limited to the Georgia Business  Corporation  Code, the Savings and Loan Holding
Company Act, the Georgia Bank Holding  Company Act and the rules and regulations
of the Office of Thrift  Supervision  and the Georgia  Department of Banking and
Finance promulgated thereunder.

         SECTION 7.5.  Voting  Shares in  Subsidiaries.  In the absence of other
arrangements  by the  Board of  Directors,  shares of stock  issued  by  another
corporation and owned or controlled by the  Corporation,  whether in a fiduciary
capacity or otherwise,  may be voted by the President or any Vice President,  in
the absence of action by the President, in the same order as they preside in the
absence of the  President,  or, in the absence of action by the President or any
Vice  President,  by any other officer of the  Corporation,  and such person may
execute the  aforementioned  powers by executing proxies and written waivers and
consents on behalf of the Corporation.

          SECTION 7.6. Fiscal Year. The fiscal year of the  Corporation  shall 
end on December 31 unless  another date is fixed by  resolution  of the Board of
Directors.

         SECTION  7.7.  Amendment  of  Bylaws.  These  Bylaws  may be amended or
repealed  and new Bylaws may be adopted by the Board of Directors at any regular
or  special   meeting  of  the  Board  of  Directors   unless  the  Articles  of
Incorporation  or the  Georgia  Business  Corporation  Code  reserve  this power
exclusively  to the  stockholders  in whole or in part or the  stockholders,  in
amending or repealing the particular bylaw,  provide expressly that the Board of
Directors may not amend or repeal that bylaw.

         SECTION 7.8. Inspection of Books. The Board of Directors shall have the
power to determine which accounts and books of the Corporation, if any, shall be
open  to  the  inspection  of  stockholders,  except  such  as  may  by  law  be
specifically  open to inspection,  and shall have power to fix reasonable  rules
and  regulations  not in conflict with the  applicable law for the inspection of
accounts  and books which by law or by  determination  of the Board of Directors
shall be open to inspection,  and the  stockholders'  rights in this respect are
and shall be restricted and limited accordingly.

                                       13
<PAGE>

         SECTION 7.9.  Contracts.  No contract or other transaction  between the
Corporation  and any other  corporation  shall be affected or invalidated by the
fact  that  a  stockholder,   director  or  officer  of  the  Corporation  is  a
stockholder,   director  or  officer  of,  or  is  interested   in,  such  other
corporation,  and no contract or other  transaction  between the Corporation and
any other  person or firm shall be  affected or  invalidated  by the fact that a
stockholder, director or officer of the Corporation is a party to, or interested
in, such contract or  transaction;  provided that, in each such case, the nature
and extent of the  interest  of such  stockholder,  director  or officer in such
contract or other  transaction  or the fact that such  stockholder,  director or
officer is a stockholder, director or officer of such other corporation is known
to the  Board of  Directors  or is  disclosed  at the  meeting  of the  Board of
Directors at which such contract or other transaction is authorized.


                                  ARTICLE VIII
                                EMERGENCY BYLAWS

         SECTION 8.1.  Emergency Bylaws.  This Article shall be operative during
any emergency  resulting from some catastrophic  event that prevents a quorum of
the Board of Directors or any committee thereof from being readily assembled (an
"emergency"),  notwithstanding any different or conflicting provisions set forth
elsewhere in these Bylaws or in the Articles of Incorporation. To the extent not
inconsistent with the provisions of this Article, the Bylaws set forth elsewhere
herein and the  provisions  of the  Articles of  Incorporation  shall  remain in
effect  during such  emergency,  and upon  termination  of such  emergency,  the
provisions of this Article shall cease to be operative.

         SECTION 8.2. Meetings.  During any emergency, a meeting of the Board of
Directors  or any  committee  thereof may be called by any  director,  or by the
President,  any Vice President,  the Secretary or the Treasurer (the "Designated
Officers") of the Corporation. Notice of the time and place of the meeting shall
be given by any  available  means of  communication  by the person  calling  the
meeting to such of the directors and/or  designated  officers as may be feasible
to reach.  Such notice shall be given at such time in advance of the meeting as,
in the judgement of the person calling the meeting, circumstances permit.

         SECTION  8.3.  Quorum.  At any meeting of the Board of Directors or any
committee  thereof  called in  accordance  with this  Article,  the  presence or
participation of two directors,  one director and a designated  officer,  or two
designated officers shall constitute a quorum for the transaction of business.

         SECTION 8.4.  Bylaws.  At any meeting  called in  accordance  with this
Article,  the Board of Directors or committee  thereof,  as the case may be, may
modify,  amend  or add to the  provisions  of this  Article  so as to  make  any
provision  that  may be  practical  or  necessary  for the  circumstance  of the
emergency.

          SECTION 8.5. Liability.  Corporate action taken in good faith in 
accordance  with the emergency  Bylaws may not be used to impose  liability on a
director, officer, employee or agent of the corporation.

     SECTION 8.6.  Repeal or Change.  The  provisions  of this Article  shall be
subject to repeal or change by further  action of the Board of  Directors  or by
action of stockholders, but no such repeal or change shall modify the provisions
of the immediately preceding Section of this Article with regard to action taken
prior to the time of such repeal or change.


                                       14
<PAGE>