<PAGE>



                                                                    EXHIBIT 3.2








                                     BY-LAWS

                                       OF

                             ALLIED BANKSHARES, INC.

                              Amended and Restated
                             as of February 23, 1995













                                        1


<PAGE>
                                     BY-LAWS

                                TABLE OF CONTENTS

ARTICLE ONE - OFFICERS

     Section 1.1                             Registered Office
     Section 1.2                             Other Offices

ARTICLE TWO - SHAREHOLDERS' MEETINGS

     Section 2.1                             Place of Meetings
     Section 2.2                             Annual Meetings
     Section 2.3                             Substitute Annual Meetings
     Section 2.4                             Special Meetings
     Section 2.5                             Notice of Meetings
     Section 2.6                             Quorum
     Section 2.7                             Voting of Shares
     Section 2.8                             Proxies
     Section 2.9                             Presiding Officer
     Section 2.10                            Adjournments

ARTICLE THREE - THE BOARD OF DIRECTORS

     Section 3.1                             General Powers
     Section 3.2                             Requirements
     Section 3.3                             Number, Election, Class and
                                               Term of Office
     Section 3.4                             Oath of Directors
     Section 3.5                             Removal
     Section 3.6                             Vacancies
     Section 3.7                             Compensation
     Section 3.8                             Committees of the Board of
                                               Directors
     Section 3.9                             Honorary and Advisory
                                               Directors

ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS

     Section 4.1                             Regular Meetings
     Section 4.2                             Special Meetings
     Section 4.3                             Place of Meetings
     Section 4.4                             Notice of Meetings
     Section 4.5                             Quorum
     Section 4.6                             Vote Required for Action
     Section 4.7                             Action by Directors Without
                                               A Meeting

ARTICLE FIVE - NOTICE AND WAIVER

     Section 5.1                             Procedure
     Section 5.2                             Waiver


                                        2

<PAGE>

ARTICLE SIX - OFFICERS

     Section 6.1                             Number
     Section 6.2                             Election and Term
     Section 6.3                             Compensation
     Section 6.4                             Removal
     Section 6.5                             Chairman of the Board
     Section 6.6                             President
     Section 6.7                             Secretary

ARTICLE SEVEN - DIVIDENDS

     Section 7.1                             Time and Conditions of
                                               Declaration
     Section 7.2                             Share Dividends - Treasury
                                               Shares
     Section 7.3                             Share Dividends - Unissued
                                               Shares
     Section 7.4                             Share Splits

ARTICLE EIGHT - SHARES

     Section 8.1                             Authorization and Issuance of
                                               Shares
     Section 8.2                             Share Certificates
     Section 8.3                             Rights of Corporation With
                                               Respect to Registered Owners
     Section 8.4                             Transfer of Shares
     Section 8.5                             Duty of Corporation to Register
                                               Transfer
     Section 8.6                             Lost, Stolen, or Destroyed
                                               Certificates
     Section 8.7                             Fixing of Record Date
     Section 8.8                             Record Date if None Fixed

ARTICLE NINE - INDEMNIFICATION

     Section 9.1                             Indemnification
     Section 9.2                             Payment of Expense in Advance
     Section 9.3                             Insurance
     Section 9.4                             Rights Not Exclusive

ARTICLE TEN - MISCELLANEOUS

     Section 10.1                       Inspection of Books and
                                          Records
     Section 10.2                       Fiscal Year
     Section 10.3                       Seal
     Section 10.4                       Annual Statements
     Section 10.5                       Contracts, Checks, Drafts
                                          Reports, Etc.
     Section 10.6                       Legal Restrictions


                                        3

<PAGE>

     Section 10.7                       Conflict

ARTICLE ELEVEN - AMENDMENTS

     Section 11.1                       Power to Amend By-Laws
     Section 11.2                       Conditions
     Section 11.3                       Inspection

















                                        4

<PAGE>
                                   ARTICLE ONE

                                     OFFICES

     Section 1.1   REGISTERED OFFICE.  The corporation shall maintain its
registered office in the City of Thomson, McDuffie County, Georgia.  In the
event the main office is relocated then the registered office shall follow the
main office and shall be designated by the Board of Directors.

     Section 1.2   OTHER OFFICES.  In addition to the registered office, the
corporation also may have offices at such other place or places as the Board of
Directors may from time to time select, or as the business of the corporation
may require or make desirable.


                                   ARTICLE TWO

                             SHAREHOLDERS' MEETINGS

     Section 2.1   PLACE OF MEETINGS.  Meetings of the shareholders of the
corporation may be held at any place as set forth in the notice thereof or if no
place is so specified, then at the registered office of the corporation.

     Section 2.2   ANNUAL MEETINGS.  The annual meeting of shareholders of the
corporation shall be held on the second Tuesday in April or as soon thereafter
as reasonably practical on a date fixed by the Board of Directors for the
purpose of electing directors and transacting any and all business that may
properly come before the meeting.

     Section 2.3   SUBSTITUTE ANNUAL MEETINGS.  If the annual meeting is not
held on the day designated in Section 2.2, any business, including the election
of directors, which might properly have been acted upon at the meeting may be
transacted at any subsequent shareholders' meeting held pursuant to these by-
laws or held pursuant to a court order requiring a substitute annual meeting.

     Section 2.4   SPECIAL MEETINGS.  Special meetings of shareholders or a
special meeting in lieu of the annual meeting of shareholders shall be called by
the corporation upon the written request of the holders of twenty-five percent
or more of all the shares of capital stock of the corporation entitled to vote
in an election of directors.  Special meetings of the shareholders or a special
meeting in lieu of the annual meeting of shareholders may be called at any time
by the President, Chairman of the Board, or a majority of the Board of
Directors.

     Section 2.5   NOTICE OF MEETINGS.  Unless waived as contemplated in Section
5.2, or by attendance at the meeting, either in person or by proxy, for any
purpose other than to object at the beginning of the meeting to the transaction
of business at the meeting, a written or printed notice of each shareholders'
meeting setting the place, day and hour of the meeting shall be delivered not
less than ten days, nor more than fifty days, before the date thereof, either
personally, by mail, or by telegram, charges prepaid, by or at the direction of
the Chairman, President, Secretary, or the officer or persons calling the
meeting, to each shareholder of records entitled to vote at such meeting.  In
the case of an annual or substitute annual meeting, the notice of the meeting
need


                                        5

<PAGE>

not state the purpose or purposes of the meeting unless the purpose or purposes
constitute a matter which the Georgia Business Corporation Code requires to be
stated in the notice of the meeting.  In the case of a special meeting, the
notice of the meeting shall state the general nature of the business to be
transacted.

     Section 2.6   QUORUM.  At all meetings of the shareholders, the presence in
person or by proxy of the holders of more than one-half of the shares
outstanding and entitled to vote shall constitute a quorum.  If a quorum is
present, a majority of the shares represented at the meeting and entitled to
vote on the subject matter shall determine any matter coming before the meeting
unless a different vote is required by the Georgia Business Corporation Code, by
the articles of incorporation of the corporation or by these by-laws.  The
shareholders at a meeting at which a quorum is once present may continue to
transact business at the meeting or at any adjournment thereof, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.  If a meeting
cannot be organized for lack of a quorum, those shareholders present may adjourn
the meeting to such time and place as they may determine.  In the case of a
meeting for the election of directors which is twice adjourned for lack of a
quorum, those present at the second of such adjourned meetings shall constitute
a quorum for the election of directors without regard to the other quorum
requirements of the articles of incorporation of the corporation or by these by-
laws.

     Section 2.7   VOTING OF SHARES.  Each outstanding share having voting
rights shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.  Voting on all matters shall be by voice vote or by
show of hands unless any qualified voter, prior to the voting on any matter,
demands vote by ballot, in which case each ballot shall state the name of the
shareholder voting and the number of shares voted by him, and if such ballot be
cast by proxy, it shall also state the name of such proxy.

     Section 2.8   PROXIES.  A shareholder entitled to vote pursuant to Section
2.7 may vote in person or by proxy executed in writing by the shareholder or by
his attorney in fact.  A proxy shall not be valid after eleven months from the
date of its execution, unless a longer period is expressly stated therein.  If
the validity of any proxy is questioned it must be submitted to the secretary of
the shareholders meeting for examination or to a proxy officer or committee
appointed by the person presiding at the meeting.  The secretary of the meeting
or, if appointed, the proxy officer or committee, shall determine the validity
or invalidity of any proxy submitted and references by the secretary in the
minutes of the meeting to the regularity of a proxy shall be received as prima
facie evidence of the facts stated for the purpose of establishing the presence
of a quorum at such meeting and all other purposes.

     Section 2.9   PRESIDING OFFICER.  The Chairman of the Board of Directors
or, in the absence of a Chairman of the Board of Directors, the President, shall
serve as chairman of every shareholders meeting unless some other person is
elected to serve as chairman by a majority vote of the shares represented at the
meeting.  The Chairman shall appoint such persons as he deems required to assist
with the meeting.


                                        6

<PAGE>

     Section 2.10  ADJOURNMENTS.  Any meeting of the shareholders, whether or
not a quorum is present, may be adjourned by the holders of a majority of the
voting shares represented at the meeting to reconvene at a specific time and
place.  Except as otherwise provided by Section 2.6, it shall not be necessary
to give any notice of the reconvened meeting or of the business to be
transacted, if the time and place of the reconvened meeting are announced at the
meeting which was adjourned.  At any such reconvened meeting, any business may
be transacted which could have been transacted at the meeting which was
adjourned.


                                  ARTICLE THREE

                             THE BOARD OF DIRECTORS

     Section 3.1  GENERAL POWERS.  The business and affairs of the corporation
shall be managed by the Board of Directors.  In addition to the powers and
authority expressly conferred upon it by these by-laws, the Board of Directors
may exercise all such powers of the corporation, except for any action as may be
required by law, by any legal agreement among shareholders, by the articles of
incorporation, or by these by-laws to be taken or done by the shareholders.

     Section 3.2  REQUIREMENTS.  Each director of the corporation shall be a
natural person eighteen years of age or older and shall be a United States
citizen, but need not be a resident of Georgia.

     Section 3.3  NUMBER, ELECTION, CLASS AND TERM OF OFFICE.  The Board of
Directors of the corporation shall consist of not fewer than five nor more than
twenty-five persons, with the exact number within such minimum and maximum
number to be fixed and determined from time to time by resolution of the Board
of Directors or by resolution of the shareholders at any annual or special
meeting of the shareholders.  Except as provided in Section 3.6, 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
earlier death, resignation, retirement, disqualification or removal, shall serve
until the next succeeding annual meeting and thereafter until his successor
shall have been elected and qualified.

     Section 3.4  OATH OF DIRECTORS.  Before assuming office, each director
shall take an oath or affirmation that he shall diligently and honestly perform
his duties in the administration of the corporation and that he will not permit
a willful violation of laws by the corporation.

     Section 3.5  REMOVAL.  The entire Board of Directors or any individual
director may be removed from office with or without cause by the affirmative
vote of the holders of two-thirds of the shares entitled to vote at an election
of directors.  In addition, the Board of Directors may remove a director from
office if such director is adjudicated as incompetent by a court, if he is
convicted of a felony, if he does not within sixty day of his election, accept
the office in writing or by attendance at a meeting of the Board of Directors
and fulfill any other requirements for holding the office of director or he
fails to attend regular meetings of the Board of Directors for three consecutive
meetings without having been excused by the Board of Directors.


                                        7

<PAGE>

     Section 3.6  VACANCIES.  A vacancy occurring in the Board of Directors
through death, resignation, retirement, disqualification or removal may be
filled for the unexpired term and until the shareholders have elected a
successor by the affirmative vote of a majority of the directors remaining in
office though less than a quorum of the Board of Directors.


     Section 3.7  COMPENSATION.  Directors may receive such compensation for
their service as directors as may from time to time be fixed by vote of the
Board of Directors.  A director may also serve the corporation in a capacity
other than that of director and receive compensation, as determined by the Board
of Directors, for services rendered in such other capacity.

     Section 3.8  COMMITTEES OF THE BOARD OF DIRECTORS.  The Board of Directors,
by resolution adopted by a majority of the full Board of Directors, may
designate from among its members an executive committee and one or more other
committees, each consisting of three or more directors.  Each committee shall
have the authority of the Board of Directors in regard to the business of the
corporation to the extent set forth in the resolution establishing such
committee, subject to the limitations set forth in State and Federal laws and
regulations.

     Section 3.9  HONORARY AND ADVISORY DIRECTORS.  The Board of Directors of
the corporation may appoint any individual as an Honorary Director, Director
Emeritus, Advisory Director or member of any advisory board established by the
Board of Directors.  Any individual so appointed by the Board of Directors shall
be compensated as provided by the Board of Directors 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 4.5 and shall not have responsibility or be
subject to any liability imposed upon a director or otherwise be deemed a
director.


                                  ARTICLE FOUR

                        MEETING OF THE BOARD OF DIRECTORS

     Section 4.1  REGULAR MEETINGS.  An annual organizational meeting of the
Board of Directors shall be held on the day of or after the annual meeting of
the shareholders of the corporation.  In the event the annual shareholders
meeting is not held as provided by Section 2.2, such organizational meeting
shall be held at a time as is herein provided for regular meetings.  Regular
meetings of the Board of Directors shall be held quarterly during the calendar
year; provided that the Chairman may cancel not more than one of such regular
meeting during any year, and the date of a regular meeting for any quarter may
be changed to another date within one month of the original date if notice of
the change of date is given at least five days before the earlier of the
original or the rescheduled meeting date.

     Section 4.2  SPECIAL MEETINGS.  Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, President, or
by any two directors in office at that time.

     Section 4.3  PLACE OF MEETINGS.  Directors may hold their meetings at any
place within or without the State of Georgia as the Board of Directors may from


                                        8
<PAGE>

time to time establish for regular meetings, or as set forth in the notice of
special meetings, or in the event of a meeting held pursuant to waiver of
notice, as set forth in the waiver.

     Section 4.4  NOTICE OF MEETINGS.  No notice shall be required for any
regular scheduled meeting of the directors of the corporation.  Unless waived as
contemplated in Section 5.2, the Chairman, President or Secretary of the
corporation, or any director thereof shall give notice to each director of each
special meeting stating the time, place and purposes of the meeting.  Such
notice shall be given by mailing notice of the meeting at least five day before
the date of the meeting, or by telephone, telegram or personal delivery at least
three day before the date of the meeting.  Notice shall be deemed to have been
given by telegram or cablegram at the time notice is filed with the transmitting
agency.  Attendance by a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of business because the meeting is not lawfully called.

     Section 4.5  QUORUM.  At meetings of the Board of Directors, a majority of
the directors then in office shall be necessary to constitute a quorum for the
transaction of business.

     Section 4.6  VOTE REQUIRED FOR ACTION.  Except as otherwise provided in
these by-laws, by the articles of incorporation of the corporation or by law,
the act of a majority of the directors present at a meeting at which a quorum is
present at the time shall be the act of the Board of Directors.

     Section 4.7  ACTION BY DIRECTORS WITHOUT A MEETING.  Any action which may
be taken at any meeting of the Board of Directors, or at any meeting of a
committee of directors, may be taken without a meeting if a written consent
thereto shall be signed by all directors, or all the members of the committee,
as the case may be, and if such written consent is filed with the minutes of the
proceedings of the Board or the committee.  Such consent shall have the same
force and effect as a unanimous vote of the Board of Directors or the committee.


                                  ARTICLE FIVE

                                NOTICE AND WAIVER

     Section 5.1  PROCEDURE.  Whenever these by-laws require notice to be given
to any shareholder or director, the notice shall be given as prescribed in
Section 2.5 or 4.4, whichever is applicable.  Whenever notice is given to a
shareholder or director by mail, the notice shall be sent first class mail by
depositing the same in a post office or letter box in a postage prepaid, sealed
envelope, addressed to the shareholder or director at his last known address,
and such notice shall be deemed to have been given at the time the same is
deposited in the United States mail.

     Section 5.2  WAIVER.  Except as limited by the Georgia Business Corporation
Code, whenever any notice is required to be given to any shareholder or director
by law, by the articles of incorporation of the corporation, or these by-laws, a
waiver thereof in the proxy of such shareholder or otherwise give in writing,


                                        9

<PAGE>

whether before or after the meeting to which the waiver pertains, shall be
effective and binding on such shareholder or director; provided, however, that
no such waiver shall apply by its terms to more than one required notice.


                                   ARTICLE SIX

                                    OFFICERS

     Section 6.1  NUMBER.  The officers of the corporation shall consist of a
Chairman, President, one or more Vice President, Secretary and Treasurer.  In
addition, the Board of Directors may from time to time elect or provide for the
appointment of such other officers or assistant officers as it deems necessary
for the efficient management of the corporation, or as shall otherwise be
required by law or regulation.  Any two or more offices may be held by the same
person, except the offices of President and Secretary may not be held by the
same person.  The Board of Directors shall have the power to establish and
specify the duties for all officers of the corporation.

     Section 6.2  ELECTION AND TERM.  All officers shall be elected by the Board
of Directors and shall serve at the will of the Board of Directors and until
their successors have been elected and have qualified, or until their earlier
death, resignation, removal, retirement or disqualification.

     Section 6.3  COMPENSATION.  The compensation of all officers of the
corporation shall be fixed by the Board of Directors or by a committee of the
Board of Directors, if such committee is designated and assigned such authority
as provided in Section 3.8.

     Section 6.4  REMOVAL.  Any officer or agent elected by the Board of
Directors may be removed by a majority of the Board of Directors with our
without prejudice to any contract right of such officer.

     Section 6.5  CHAIRMAN OF THE BOARD.  The Board of Directors may elect a
Chairman of the Board of Directors who shall preside and act as chairman at all
meetings of the shareholders and the Board of Directors and who shall be the
Chief Executive Officer of the Corporation.  He shall have general control and
supervision over the business and affairs of the corporation.  He shall see that
all orders and resolutions of the Board of Directors are carried into effect.

     Section 6.6  PRESIDENT.  The President shall be the chief operating officer
of the corporation and in the absence or disability of the Chairman, or at the
direction of the Chairman, perform the duties and exercise the powers of the
Chairman.

     Section 6.7  SECRETARY.  The Secretary shall keep accurate records of the
acts and proceedings of all meetings of shareholders, directors and committees
of directors.  He shall have authority to give all notices required by law or
these by-laws.  He shall be custodian of the corporate books, records, contracts
and other documents.  The Secretary may affix the corporation's seal to any
lawfully executed documents requiring it and shall sign such instruments as may
require his signature.


                                       10

<PAGE>


                                  ARTICLE SEVEN

                                    DIVIDENDS

     Section 7.1  TIME AND CONDITIONS OF DECLARATION.  Dividends on the
outstanding shares of the corporation may be declared by the Board of Directors
at any regular or special meeting and paid in cash or property only out of the
retained earnings of the corporation and only when the corporation meets
applicable legal requirements for paid-in capital and/or appropriated net
earnings.

     Section 7.2  SHARE DIVIDENDS - TREASURY SHARES.  Dividends declared by the
Board of Directors may be paid in shares of the corporation out of any treasury
shares that have been reacquired with capital funds of the corporation.

     Section 7.3  SHARE DIVIDENDS - UNISSUED SHARES.  Dividends declared by the
Board of Directors may be paid in authorized by unissued shares of the
corporation out of any retained earnings of the corporation, provided that such
shares shall be issued at not less than the par value thereof.  There shall be
transferred to the capital stock account at the time such dividend is paid an
amount of retained earnings at least equal to the aggregate par value of the
shares to be issued as a dividend, and after payment of the dividend, the
corporation shall continue to maintain the paid-in capital and/or appropriate
retained earnings requirements of applicable law.

     Section 7.4  SHARE SPLITS.  A split or dividend of the issued shares of any
class into a greater number of shares of the same class without increasing the
capital stock of the corporation shall not be construed to be a share dividend
within the meaning of this Article.


                                  ARTICLE EIGHT

                                     SHARES

     Section 8.1  AUTHORIZATION AND ISSUANCE OF SHARES.  The par value and the
maximum number of shares of any class of the corporation which may be issued and
outstanding shall be set forth from time to time in the articles of
incorporation of the corporation.  The Board of Directors may increase or
decrease the number of issued and outstanding shares of the corporation within
the maximum number of shares authorized by the articles of incorporation and the
minimum capitalization requirements of Georgia law.

     Section 8.2  SHARE CERTIFICATES.  The interest of each shareholder in the
corporation 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 in accordance with Georgia law.  Share certificates
shall be consecutively numbered, shall be in registered form, and shall indicate
the date of issuance.  All such information shall be entered on the
corporation's books.  Each certificate shall be signed by the Chairman,
President or Vice President and the Secretary or an Assistant Secretary and
shall be sealed with the seal of the corporation or a facsimile thereof;
provided, however, that where such certificate is signed by a transfer agent, or
registered by a registrar, the


                                       11

<PAGE>

signatures of such officers may be facsimiles.  In case any officer or officers
who shall have signed or whose facsimile signature shall have been placed upon a
share certificate shall have ceased for any reason to be such officer or
officers of the corporation before such certificate is issued, such certificate
may be issued by the corporation with the same effect as if the person or person
who signed such certificate or whose facsimile signature shall have been used
thereon had not ceased to be such officer or officers.

     Section 8.3  RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED OWNERS.
Prior to due presentation for transfer or registration of its shares, the
corporation may treat the registered owner of the shares as the person
exclusively entitled to vote such shares, to receive any dividend or other
distribution with respect to such shares, and for all other purposes; and the
corporation shall not be bound to recognize any equitable or other claim to or
interest in such 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 8.4  TRANSFER OF SHARES.  Transfers of shares shall be made upon
the stock transfer books of the corporation only upon direction of the person
named in the share certificate representing the shares to be transferred, or by
an attorney of such person lawfully constituted in writing; and before a new
certificate is issued, the old certificate shall be surrendered for cancellation
or, in the case of a certificate alleged to have been lost, stolen, or
destroyer, the provisions of Section 8.6 of these by-laws shall have been
satisfied.

     Section 8.5  DUTY OF CORPORATION TO REGISTER TRANSFER.  Notwithstanding any
of the provisions of Section 8.4 of these by-laws, the corporation is under a
duty to register the transfers of its shares only if:

(a)  the shares certificate is endorsed by the appropriate person or persons;
and

(b)  reasonable assurance is given that these endorsements are genuine and
effective; and

(c)  the corporation has no duty to inquire into adverse claims or has
discharged any such duty; and

(d)  any applicable law relating to the collection of taxes has been complied
with; and

(e)  the transfer is in fact rightful or is to a bona fide purchaser.

     Section 8.6  LOST, STOLEN, OR DESTROYED CERTIFICATES.  Any person claiming
a share certificate 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
shall, if the Board of Directors so requires, give the corporation a bond of
indemnity in form and amount, and with one or more sureties satisfactory to the
Board of Directors, as the Board of Directors may require, whereupon an
appropriate new certificate may be issued in lieu of the one alleged to have
been lost, stolen, or destroyed.


                                       12

<PAGE>


     Section 8.7  FIXING OF RECORD DATE.  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, such date to be
not more than fifty days (and, in the case of a shareholders meeting, not less
than ten days) prior to the date on which the particular action requiring such
determination of shareholders is to be taken.

     Section 8.8  RECORD DATE IF NONE FIXED.  If no record date is fixed as
provided in Section 8.7 of these by-laws, then the record date for any
determination of shareholders which may be proper or required by law shall be
the date on which notice is mailed in the case of a shareholders meeting, or the
date on which the Board of Directors adopts a resolution declaring a dividend in
the case of a payment of a dividend.


                                  ARTICLE NINE

                                 INDEMNIFICATION

     Section 9.1  INDEMNIFICATION.  The Company shall indemnify each officer and
director of the Company, whether or not then in office, and in the event of his
death, his legal representative, against any expense (including attorney's
fees). judgments, fines, and amounts paid in settlement, actually or reasonably
incurred by any such person in connection with any threatened, pending or
completed action, suit, or proceeding, including but not limited to an action,
suit, or proceeding, brought by or in the name of the Company to procure a
judgment in its favor, as and to the full extent provided by the Official Code
of Georgia Annotated Section 14-2-156.

     Section 9.2  PAYMENT OF EXPENSES IN ADVANCE.  Expenses incurred in
defending any action, suit, or proceeding referred to above may be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director, trustee, officer,
employee or agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation as provided above.

     Section 9.3  INSURANCE.  The corporation, upon the affirmative vote of a
majority of its Board of Directors may purchase and maintain insurance on behalf
of any person who is or was a director, trustee, officer, employee or agent of
the corporation, or is or was serving, at the request of the corporation as
director, trustee, officer, employee or agent of another firm, corporation,
trust or other organization or enterprise against liability asserted against him
and incurred by him an any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the foregoing provision of these by-laws.


                                       13

<PAGE>

     Section 9.4  RIGHTS NOT EXCLUSIVE.  The foregoing rights of indemnification
or reimbursement shall not be exclusive of other rights to which the persons
referred to above, or their heirs, executors or administrators, may be entitled
as a matter of law, and the corporation may indemnify such persons to the extent
permitted by applicable law.


                                   ARTICLE TEN

                                  MISCELLANEOUS

     Section 10.1  INSPECTION OF BOOKS AND RECORDS.  The Board of Directors
shall have power to determine which accounts, books and records of the
corporation shall be open to the inspection of shareholders, except such
accounts, books and records that are specifically open to inspection by law, and
the Board of Directors shall have power to fix reasonable rules and regulations
not in conflict with applicable law for the inspection of accounts, books and
records which by law or by determination of the Board of Directors shall be open
to inspection.

     Section 10.2  FISCAL YEAR.  The fiscal year of the corporation shall be the
calendar year.

     Section 10.3  SEAL.  The corporate seal shall be in such form as the Board
of Directors may from time to time determine.

     Section 10.4  ANNUAL STATEMENTS.  The corporation shall prepare such
financial statements showing the results of its operations during its fiscal
year as shall be required by applicable laws, rules and regulations.  Upon
receipt of written request, the corporation promptly shall mail to any
shareholder of record a copy of the most recent such financial statement.

     Section 10.5  CONTRACTS, CHECKS, DRAFTS, REPORTS, ETC.  Such of the
officers or employees of the corporation as may from time to time be designated
by the Board of Directors or by the executive committee, if one has been
designated, shall have power and authority to sign contracts, checks, drafts and
like instruments and to endorse checks, bills of exchange, orders, drafts and
vouchers made payable or endorsed to the corporation, whether in its own right
or in any fiduciary capacity.  No officer or employee, however, may on behalf of
the corporation, execute or deliver any check, draft or other like instrument in
favor of himself.

     Section 10.6  LEGAL RESTRICTIONS.  All matters covered in these by-laws
shall be subject to such restrictions as shall be imposed on this corporation by
applicable State and Federal laws, rules and regulations, including, but not
limited to the Georgia Business Corporation Code, the Georgia Financial
Institutions Code, and the Bank Holding Company Act of 1956.

     Section 10.7  CONFLICT.  The articles of incorporation of this corporation
shall control in the event of any conflict between such articles of
incorporation and these by-laws.


                                       14

<PAGE>
                                 ARTICLE ELEVEN

                                   AMENDMENTS

     Section 11.1  POWER TO AMEND BY-LAWS.  The Board of Directors shall have
power to alter, amend or repeal these by-laws or adopt new by-laws, but any by-
laws adopted by the Board of Directors may be altered, amended or repealed, and
new by-laws adopted, by the shareholders.  The shareholders may prescribe that
any by-law or by-laws adopted by them shall not be altered, amended or repealed
by the Board of Directors.

     Section 11.2  CONDITIONS.  Action taken by the shareholders with respect to
by-laws 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 by-laws shall be taken by an affirmative vote of a majority of all directors
then holding office.

     Section 11.3  INSPECTION.  A copy of the by-laws, with all amendments
thereto, shall at all times be kept in a convenient place in the main office of
the corporation and shall be open to inspection by all shareholders during
normal business hours.  The directors may furnish a copy of the by-laws, and all
amendments thereto, to all shareholders; provided that all amendments and
alterations of these by-laws made by the Board of Directors shall be furnished
to the shareholders at the first meeting of the shareholders thereafter.













                                       15