REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE
THIS REORGANIZATION AGREEMENT AND PLAN OF EXCHANGE (the "Reorganization Plan'), dated
as of March 10, 2001, is entered into between The Bank of Georgia (the "Bank") and Georgia Bancshares, Inc.
(the "Holding Company").
The parties acknowledge the following to be true and correct:
1. The Bank is a state bank duly organized under the laws of the State of Georgia and has its principal office and
place of business in Fayetteville, Georgia. The Bank is authorized by its articles of incorporation to issue up to
10,000,000 shares of common stock, par value $5.00 per share, 1,100,000 shares of which are issued and
2. The Holding Company is a corporation duly organized under the laws of the State of Georgia, having its
principal place of business in Fayetteville, Georgia. As of the Effective Date of the Share Exchange (as such terms
are defined below), the Holding Company will have authorized and unissued 10,000,000 shares of common
stock of a par value of $0.01 per share. In connection with the formation of the Holding Company, 10 shares of
Holding Company common stock will be issued at $10 per share to the Chief Executive Officer of the Bank. All
such shares will be redeemed at $10 per share upon the Effective Date.
3. The Board of Directors of the Bank and Holding Company desire to establish a holding company structure
pursuant to which the Bank will become a wholly-owned subsidiary of the Holding Company.
4. A majority of the entire Board of Directors of each of the Bank and the Holding Company has deemed
advisable a share exchange transaction between the Bank and the Holding Company (the "Share Exchange") in
order to establish the holding company structure and has approved this Reorganization Plan and authorized its
In consideration of the premises, the Bank and the Holding Company enter into this Reorganization Plan and
prescribe the terms and conditions of the Share Exchange and the mode of carrying