AMENDED AND RESTATED
ARTICLES OF INCORPORATION
CAPITAL CITY BANK GROUP, INC.
Pursuant to Sections 607.1003 and 607.1007 of the Florida Business Corporation Act, the Articles of
Incorporation of Capital City Bank Group, Inc., a Florida corporation (the "Corporation"), are hereby amended
and restated in their entirety as follows:
Name, Principal Place of Business and
The name of the Corporation is Capital City Bank Group, Inc. The principal place of business of this Corporation
shall be 217 North Monroe Street, Tallahassee, Florida 32301. The name of the registered agent is J.
Kimbrough Davis at 217 North Monroe Street, Tallahassee, Florida 32301.
The purpose for which the Corporation is organized is to engage in or transact any and all lawful activities or
business for which a corporation may be incorporated under the laws of the State of Florida.
The aggregate number of shares of all classes of capital stock which this Corporation shall have authority to issue
is Thirty-Three Million (33,000,000), consisting of (i) Thirty Million (30,000,000) shares of common stock, par
value $.01 per share (the "Common Stock"), and (ii) Three Million (3,000,000) shares of preferred stock, par
value $.01 per share (the "Preferred Stock").
The designation and the preferences, limitations and relative rights of the Common Stock and the Preferred Stock
of the Corporation are as follows:
A. Provisions Relating to the Common Stock.
1. Except as otherwise required by law or as may be provided by the resolutions of the Board authorizing the
issuance of any class or series of Preferred Stock, as hereinbelow provided, all rights to vote and all voting
power shall be vested exclusively in the holders of the Common Stock.
2. Subject to the rights of the holders of the Preferred Stock, the holders of the Common Stock shall be entitled
to receive when, as and if declared by the Board, out of funds legally available theref