AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGER (hereinafter referred to as the "Amendment"), made and entered into as of the 6th day of November, 1995, by and between EFFINGHAM INTERIM...

 
                       AMENDMENT NUMBER ONE
                                TO
                   AGREEMENT AND PLAN OF MERGER


     THIS AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGER
(hereinafter referred to as the "Amendment"), made and entered
into as of the 6th day of November, 1995, by and between
EFFINGHAM INTERIM CORPORATION, Rincon, Georgia, a corporation
organized under the laws of the State of Georgia ("Interim Bank")
and a wholly-owned subsidiary of Bank Corporation of Georgia,
Macon, Georgia, a Georgia corporation ("Bank Corp"), and
EFFINGHAM BANK & TRUST, Rincon, Georgia, a bank organized under
the laws of the State of Georgia ("Effingham") (Interim Bank and
Effingham being sometimes referred to collectively as the
"Constituent Companies"):

                       W I T N E S S E T H:

     WHEREAS, the parties hereto have entered into an Agreement
and Plan of Merger dated September 8, 1995 (the "Merger
Agreement") pursuant to which Interim Bank will be merged into
Effingham; and

     WHEREAS, the Boards of Directors of Interim Bank and
Effingham deem it advisable and for the benefit of each of said
entities and their respective shareholders that the parties amend
the Merger Agreement;

     NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises and
of the mutual agreements hereinafter contained, it is hereby
agreed by and between the parties hereto that, 
the Merger Agreement shall be amended as follows:

     1.  Attachment 1 to the Merger Agreement is hereby deleted
in its entirety and Attachment 1 to this Amendment is inserted
into the Merger Agreement in its place.

     2.  Except as specifically set forth herein, the Merger
Agreement shall continue in full force and effect until further
modified or terminated in accordance with its terms.

     3.  This Amendment shall be binding upon the parties hereto
and their respective successors and assigns.

     4.  This Amendment shall be construed under and governed in
accordance with the laws of the State of Georgia without regard
to principles of conflict of laws.

     5. Capitalized terms used herein but not otherwise defined
shall have the meanings assigned to them in the Merger Agreement.

 
     6.  This Amendment may be executed in counterparts, each of
which when so executed shall be deemed to be an original, and
such counterparts shall together constitute but one and the same
instrument.

     IN WITNESS WHEREOF, the Constituent Companies have each
caused this Amendment Number One To Agreement and Plan of Merger
to be executed on their respective behalfs and their respective
corporate seals affixed hereto on the day and year first above
written.


                    (BANK SEAL)              EFFINGHAM BANK & TRUST

          Attest:

          /s/ Xxxxxxx Xxxx                   By:/s/ Heys X. XxXxxx III
          Secretary                                President


                                             EFFINGHAM INTERIM CORPORATION
                 (CORPORATE SEAL)

          Attest:

                                             By:/s/ Xxxxxx X. Xxxxx
          /s/ Xxxxx X. XxXxxxxx, Xx.              President
          Secretary
                           Attachment 1

     The directors of the Surviving Bank will be as follows:


                       Xxxxxx Van Den Heuvel
                       J. Xxxxxx Xxxxx, Xx.
                       Heys X. XxXxxx, III
                       Xxxxx Xxxx Xxxxxx
                       Xxxxxxx Xxxx
                       Xxxxxxx X. Xxxxxxx
                       Xxxx Xxxxxx