STOCK OPTION PLAN


1.	The Purpose of the Plan.  This stock option (the "Plan") is intended
to provide an opportunity for directors, officers and key employees of
Gwinnett Bancshares, Inc. (the "Company"), Gwinnett Federal Savings and
Loan Association ("Gwinnett Federal") and its subsidiaries, as
subsidiaries are defined in section 425 of the Code(1) (its
"subsidiaries"), to acquire shares of the Company's common stock. The
Plan provides for the grant of incentive stock options, as defined in
section 422A of the Code ("Incentive Stock Options"), and stock options
not qualifying as Incentive Stock Options ("Non-Qualified Stock Options")
as an incentive to service or continued service to the Company and its
subsidiaries and to aid the Company in obtaining and retaining directors
and key personnel of outstanding ability. As used herein, "Options"
refers to both Incentive Stock Options and Non-Qualified Stock Options.

2.	Stock Subject to the Plan.   The maximum number of shares of the
common stock, $1.00 par value, of the Company (the "Stock") which may be
issued under Incentive Stock Options and Non-Qualified Stock Options
granted under the Plan in the discretion of the Committee (as defined
below) shall be a total of 190,000  shares of Stock. If an Option
expires or terminates for any reason without being exercised in full,
the unpurchased shares subject to such Stock Option shall again be
available for purposes of the Plan.

3.	Administration of the Plan.  This Plan shall be administered by the
Compensation Committee of the Board of Directors consisting of not less
than three directors (the "Committee"). The Committee shall have full
authority in its discretion to determine the directors, officers or key
employees of the Company and its subsidiaries to whom Options shall be
granted and the terms and provisions of Options, subject to the Plan.
In making such determinations, the Committee may take into account the nature
of the services rendered and to be rendered by the respective directors,
officers and key employees, their present and potential contributions to
the Company and any other factors which the Committee deems relevant.
Subject to the provisions of the Plan, the Committee shall have full and
conclusive authority to interpret the Plan; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the
terms and provisions of the respective Option agreements (which need not
be identical); and to make all other determinations necessary or
advisable for the proper administration of the Plan.

4.	Eligibility and Limits.  Options may be granted only to directors,
officers and key employees of the Company and its present or future
subsidiaries. No Incentive Stock Option shall be granted to any person
who, at the time such Option is granted, owns (as defined in sections
422A and 425 of the Code) Stock possessing more than 10% of the total
combined voting power of all classes of Stock of the Company, and no
Incentive Stock Option may be granted to a director not otherwise
employed by the Company or a subsidiary of the Company. The aggregate
fair market value (determined as of the time an Incentive Stock Option
is granted) of the Stock with respect to which Incentive Stock Options
can become exercisable for the first time by any person in any one
calendar year under this Plan and under all other Plans of the Company
(within the meaning of sections 422A and 425 of the Code) shall not
exceed $100,000.

5.	Incentive Stock Options and Non-Qualified Stock Options.  At the time
any Option is granted under this Plan, the Committee shall determine
whether said Option is to be an Incentive Stock Option or a Non-Qualified
Stock Option, and the Option shall be clearly identified as to its
status as an Incentive Stock Option or a Non-Qualified Stock Option.
The number of shares as to which Incentive Stock Options and
Non-Qualified Stock Options shall be granted shall be determined by the
Committee in its sole discretion, subject to the provisions of section
4 above with respect to the

___________
(1) The "Code" herein refers to the Internal Revenue Code of 1986 as
amended.
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aggregate fair market value of the Stock for
which an officer or employee shall be granted Incentive Stock Options in
any calendar year and subject to the provisions of section 2 above as to
the total number of shares for which both Incentive Stock Options and
Non-Qualified Stock Options may be granted under the Plan.  At the time
any Incentive Stock Option granted under this Plan is exercised, the
certificates representing the shares of Stock purchased pursuant to said
Option shall be clearly identified as representing shares purchased upon
exercise of an Incentive Stock Option.

6.	Terms and Conditions of Options.  Subject to the following
provisions, all Options shall be in such form and upon such terms and
conditions as the Committee in its discretion may from time to time
determine.

   (a) Option Price. The Option price per share shall not be less than 100% of
 the fair market value per share of the Stock (as determined in good
 faith by the Committee) on the date the Option is granted, which shall
 be the date on which the Committee has approved the terms and
 conditions of a stock option agreement evidencing the Option and has
 determined the recipient of the Option and the number of shares covered
 by the Option and has taken all such other action as is necessary to
 complete the grant of the Option.

	(b) Option Terms.  No Option shall be exercisable after the
        expiration of ten years from the date the Option is granted.

	(c) Payment.  Payment for all shares purchased pursuant to
       exercise of an Option shall be made in cash. Such payment shall
       be made at the time that the Option or any part thereof is
       exercised, and no shares shall be issued until full payment
       therefor has been made. As such, the holder of an Option shall
       have none of the rights of a stockholder.

       (d) Conditions to Exercise of an Option.	 Subject to the
       provisions of subparagraph (g) below, no Option shall be
       exercisable until the holder shall have been employed by or
       served as a director of the Company or one of its subsidiaries
       for at least six months from the date of grant.

       (e) Nontransferability of Options.  An Option shall not be
       transferable or assignable except by will or by the laws of
       descent and distribution and shall be exercisable, during the
       holder's lifetime, only by him/her.

       (f) Termination of Employment or Death.  In the event of
       termination of employment or of a directorship of the holder for
       any reason other than death or disability, the holder may not
       exercise an Option more than three months after the date of such
       termination; provided, however, that no Option shall be
       exercised following the date of notice to the holder of
       termination of his/her employment by the Company or any of its
       subsidiaries for violation by him/her of any provision of any
       written employment contract between the Company or any of its
       subsidiaries and the holder. Upon any termination of employment
       of the holder by reason of disability, within the meaning of
       section 105(d)(4) of the Code, the holder may not exercise an
       Option later than twelve months after the date of such
       termination of employment. If the holder of an Option dies,
       such Option may be exercised (to the extent that the holder
       shall have been entitled to do so at the date of his/her death)
       by a legatee or legatees of the holder under his/her last will,
       or by his/her personal representatives or distributees, at any
       time during the twelve-month period following his/her death.
       Notwithstanding this subparagraph (f), no Option may be
       exercised more than ten years after the date on which such
       Option was granted. For purposes of this subparagraph (f),
       employment or a directorship of a holder shall not be deemed
       terminated so long as the holder is employed by, or a
       director of, a parent or subsidiary of the Company or by another
       corporation (or a parent or subsidiary corporation of such other
       corporation) which has assumed the Option of the holder in a
       transaction to which section 425(a) of the Code is applicable.

	(g) Limited Rights Of Exercise.	Notwithstanding the provisions
        of subparagraph (d) above, but subject to the provisions of
        subparagraph (b) above, an Option may be exercised in any amount
        up to the full number of shares covered by the Option without
        regard to the date of grant of the Option if: (1) a tender offer
        or exchange offer has been made for shares of Stock, other than

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        one made by the Company, provided that the corporation, person
        or other entity making such offer purchases or otherwise
        acquires shares of Stock pursuant to such offer; or (2) the
        stockholders of the Company have approved a definitive agreement
        (the "Agreement") to merge or consolidate with or into another
        corporation pursuant to which the Company will not survive or will
        survive only as a subsidiary of another savings bank or savings
        and loan association or bank holding company or other
        corporation or to sell or otherwise dispose of all or
        substantially all of its assets; or (3) any person or group (as
        such terms are defined in section 13(d)(3) of the Securities
        Exchange Act of 1934, as amended (the "Act")), becomes the
        holder of 25% or more of the outstanding shares of Stock.  If
        any of the events specified in this subparagraph (g) have
        occurred, the Option shall be fully exercisable: (x) in the
        event of (1) above, within a 30-day period commencing on the
        date of expiration of the tender offer or exchange offer; or (y)
        in the event of (2) above, within a 30-day period commencing on
        the date of approval by the shareholders of the Agreement; or
        (z) in the event of (3) above, within a 30-day period commencing
        on the date upon which the Company is provided a copy of Schedule
        13D (filed pursuant to section 13(d) of the Act and rules and
        regulations promulgated thereunder) indicating that any person or
        group has become the holder of 25% or more of the outstanding shares
        of Stock or, if the Company is not subject to section
        13(d) of the Act, within a 30-day period commencing on the date
        upon which the Company receives written notice that any person
        or group has become the holder of 25% or more of the outstanding
        shares of Stock.

7. Changes in Capitalization; Merger; Liquidation.  The number of shares
of Stock as to which Options may be granted, the number of shares
covered by each outstanding Option, and the price per share in each
outstanding Option, shall be proportionately adjusted for any increase
or decrease in the number of issued shares of Stock resulting from a 
subdivision or combination of shares or the payment of a stock dividend 
in shares of Stock to holders of outstanding shares of Stock or any other 
increase or decrease in the number of such shares effected without receipt of
consideration by the Company.  If the Company shall be the surviving
entity in any merger or consolidation, recapitalization,
reclassification or shares or similar reorganization, the holder of each
outstanding Option shall be entitled to purchase, at the same times and
upon the same terms and conditions as are then provided in the Option,
the number and class of shares of Stock or other securities which
a holder of the number of shares of Stock subject to the Option at the
time of such transaction would have been entitled to receive as a result of
such transaction.  In the event of any such changes in capitalization of
the Company, the Committee may make such additional adjustments in the
number and class of shares of Stock or other securities with respect to
which outstanding Options are exercisable and with respect to which
future Options may be granted as the Committee in its sole discretion
shall deem equitable or appropriate, subject to the provisions of
paragraph 8. A dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving corporation or
in which the Company survives only as a subsidiary of another corporation 
shall cause each outstanding Option to terminate, except to the extent 
that another savings bank, savings and loan association or other legal 
entity assumes such Option or substitutes another Option therefor in a 
transaction to which section 424(a) of the Code is applicable. In the 
event of a change of the Company's shares of Stock into the same number 
of shares with a different par value or without par value, the shares 
resulting from any such change shall be deemed to be the Stock within the 
meaning of the Plan. Except as expressly provided in this paragraph 7, the 
holder of an Option shall have no rights by reason of any subdivision or 
combination of shares of Stock of any class or the payment 
of any stock dividend or any other increase or decrease in the number of 
shares of Stock of any class or by reason of any dissolution, liquidation, 
merger or consolidation or distribution to the Company's stockholders of assets
or stock of another corporation, and any issue by the Company of shares of
Stock of any class, or securities convertible into shares of Stock of
any class, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Stock subject
to the Option. The existence of the Plan and the Options granted
pursuant to the Plan shall not affect in any way the right or power of
the Company to make or authorize any adjustment, reclassification,
reorganization or other change in its capital or business structure, any
merger or consolidation of the Company, any issue of debt or

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equity securities having preferences or priorities as to the Stock or
the rights thereof, the dissolution or liquidation of the Company, any
sale or transfer of all or any part of its business or assets, or any
other corporate act or proceeding.

8.	Termination and Amendment of the Plan.  The Plan shall terminate
on the date ten years after adoption of the Plan by the Board of
Directors, and no Option shall be granted under the Plan after that
date, but Options granted before termination of the Plan shall remain 
exercisable thereafter until they expire or lapse according to their terms. 
The Plan may be terminated, modified or amended by the shareholders or the 
Board of Directors of the Company; provided, however, that: 

        (a) no such termination, modification or amendment without the 
consent of the holder of an Option shall adversely affect his rights under 
such Option; and

	(b) any modification or amendment which would (1) increase the
 aggregate number of shares of Stock which may be issued under the Plan
 (other than an increase merely reflecting a change in capitalization
 such as a stock dividend or stock split), (2) modify the designation of
 individuals eligible to receive Options under the Plan, or 
 (3) materially increase the benefits accruing to holders of Options granted
 or to be granted under the Plan, within the meaning of Rule 16b-3
 issued by the Securities and Exchange Commission under the Act, as
 amended, shall be effective only if it is approved by the shareholders of
 the Company at the next annual meeting of shareholders after the date
 of adoption by the Board of Directors of such modification or
 amendment.

9.	Approval by Shareholders.  The Plan shall become effective when
adopted by the Board of Directors, but no Option granted under the Plan
shall become exercisable unless and until the Plan shall have been
approved by the Company's shareholders. If such shareholder approval is
not obtained within twelve months after the date of the Board's adoption
of the Plan, any Options previously granted under the Plan shall
terminate and no further Options shall be granted. Subject to this
limitation, options may be granted under the Plan at any time after the
effective date and before the date fixed for termination of the Plan.

10.	Construction.	All Incentive Stock Options to be granted hereunder
are intended to comply with sections 422A and 425 of the Code, and all
provisions of this Plan and all Incentive Stock Options granted
hereunder shall be construed in such manner as to effectuate that
intent.



                           Adopted by the Board of Directors of Gwinnett
                           Federal Savings and Loan Association on
                           November 16, 1989.



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