PLAN OF MERGER AND MERGER AGREEMENT for Merger of Levy County State Bank Farmers and Merchants Bank of Trenton Branford State Bank with and into Capital City Bank Under the charter of Capital City Bank Under the title of "Capital City Bank" This Plan of Merger and Merger Agreement is made and entered into by and among: (1) Levy County State Bank (hereinafter referred to as "Levy County State Bank"), a financial institution organized under the laws of the State of Florida, with its main office located at 2012 North Young Boulevard, Chiefland, Florida, County of Levy, and branch offices as set forth on Exhibit A attached hereto; (2) Farmers and Merchants Bank of Trenton (hereinafter referred to as "Farmers and Merchants Bank of Trenton"), a financial institution organized under the laws of the State of Florida, with its main office located at 109 West Wade Street, Trenton, Florida, County of Gilchrist, and branch offices as set forth on Exhibit B attached hereto; (3) Branford State Bank (hereinafter referred to as "Branford State Bank"), a financial institution organized under the laws of the State of Florida, with its main office located at 814 Suwannee Avenue, Branford, Florida, County of Suwannee; and (4) Capital City Bank (hereinafter referred to as "Capital City Bank"), a financial institution organized under the laws of the State of Florida, with its main office located at 217 N. Monroe Street, Tallahassee, Florida, County of Leon, and trust office and branch offices as set forth in Exhibit C attached hereto; each acting pursuant to a resolution of its Board of Directors, adopted by the vote of a majority of its directors, pursuant to the authority given in accordance with the provisions of Sections 658.40 through 658.45, Florida Statutes, witnesseth as follows: SECTION 1 Levy County State Bank, Farmers and Merchants Bank of Trenton, and Branford State Bank shall be merged with and into Capital City Bank (hereinafter sometimes referred to as "the Resulting Bank"). The Resulting Bank shall continue under the charter of Capital City Bank. SECTION 2 The name of the Resulting Bank shall be "Capital City Bank." The Resulting Bank will exercise trust powers. SECTION 3 The business of the Resulting Bank shall be that of a state banking and trust corporation. This business shall be conducted by the Resulting Bank at its main office, which shall be located at 217 North Monroe Street, Tallahassee, Florida. The location of each branch office and trust service office of the Resulting Bank shall be as set forth in Exhibit D attached hereto. SECTION 4 Levy County State Bank, Farmers and Merchants Bank of Trenton, Branford State Bank, and Capital City Bank (hereinafter sometimes collectively referred to as the "constituent banks") have a common shareholder, which is Capital City Bank Group, Inc. (hereinafter referred to as "CCBG"). At the effective time of the merger, all of the issued and outstanding shares of common stock of Levy County State Bank, Farmers and Merchants Bank of Trenton, and Branford State Bank, all of which are owned by CCBG, shall be delivered to CCBG for cancellation. CCBG's ownership of the stock of Levy County State Bank, Farmers and Merchants Bank of Trenton, and Branford State Bank, shall be merged and reflected in its ownership of stock of the Resulting Bank. At the effective time of the merger, all of the presently issued and outstanding shares of the common stock of Capital City Bank, all of which are held by CCBG, shall continue to be issued and outstanding shares of the Resulting Bank, and shall continue to be held by CCBG, and each certificate of Capital City Bank, evidencing ownership of any and all such shares, shall continue to evidence ownership of the same number of shares of common stock of the Resulting Bank. No provision has been made for the manner of disposing of shares of the Resulting Bank not taken by dissenting shareholders of the constituent banks, because there can be no dissenting shareholders, as the merger is contingent upon the approval of a majority of the shareholders of each of the constituent banks, and each of the constituent banks has a single (common) shareholder. SECTION 5 There shall be Five Thousand (5000) authorized shares of a single class of capital stock of the Resulting Bank. The par value of each such share shall be One Hundred Dollars ($100.00). At the time the merger shall become effective, the Resulting Bank shall have a Surplus of $23,925,370.00 and Retained Earnings of $81,031,029.00, adjusted, however, for normal earnings and expenses between July 1, 1997, and the effective time of the merger. There will be no preferred stock. SECTION 6 All assets of Levy County State Bank, Farmers and Merchants Bank of Trenton, and Branford State Bank, as they exist at the effective time of the merger shall pass to and vest in the Resulting Bank without any conveyance or other transfer; and the Resulting Bank shall be considered the same business and corporate entity as each constituent bank with all the rights, powers, and duties of each constituent bank, including trust powers, and the Resulting Bank shall be responsible for all the liabilities of every kind and description, including liabilities arising out of the operation of a Trust Department as of the effective time of the merger. SECTION 7 The names of the directors and executive officers of the Resulting Bank shall be as set forth on Exhibit E attached hereto. These persons shall serve until the next annual meeting of shareholders or until such time as their successors have been elected and have qualified. SECTION 8 This agreement may be terminated prior to the effective time of the merger by the mutual consent of the Boards of all of the constituent banks. SECTION 9 This Agreement is subject to the approval of the sole shareholder of each of the constituent banks, and the merger shall become effective at the time specified in a Certificate to be issued by the Comptroller of Florida, pursuant to Section 658.45, Florida Statutes, under the seal of his office, approving the merger. SECTION 10 This agreement is also subject to the following terms and conditions: (a) The Florida Department of Banking and Finance shall have approved this Plan of Merger and Merger Agreement and shall have issued all other necessary authorizations and approvals for the merger, including a Certificate of Merger. (b) The appropriate federal regulatory agency shall have approved the merger and shall have issued all other necessary authorizations and approvals for the merger, and any statutory waiting period shall have expired. SECTION 11 Effective as of the time this merger shall become effective as specified in the "Certificate of Merger" to be issued by the Comptroller of Florida, the Articles of Incorporation of the Resulting Bank shall read as set forth in Exhibit F, attached hereto and hereby incorporated herein by this reference. WITNESS the signatures and seals of said constituent banks as of the 29th day of July, 1997, each hereunto set by its President and attested by its Secretary, pursuant to a resolution of its Board of Directors, acting by a majority thereof. Levy County State Bank /s/ Terry A. Smith Terry A. Smith President Attest: /s/Emory F. Sullivan Emory F. Sullivan Secretary Farmers and Merchants Bank of Trenton /s/ H.E. Osteen H.E. Osteen President Attest: /s/Becky Oder Becky Oder Secretary Branford State Bank /s/ Clifton E. Bradley Clifton E. Bradley President Attest: /s/Jackie Thompson Jackie Thompson Secretary Capital City Bank /s/ Thomas A. Barron Thomas A. Barron President Attest: /s/ Emily G. Groom Emily G. Groom Secretary EXHIBIT A LOCATION OF BRANCH OFFICES OF LEVY COUNTY STATE BANK 1. 140 East Hathaway Bronson, Florida 32621 2. Corner of 2nd & B. Street Cedar Key, Florida 32625 3. Corner of Inglis Avenue & Highway 40 West Inglis, Florida 32649 4. 144 East Noble Avenue Williston, Florida 32696 EXHIBIT B LOCATION OF BRANCH OFFICES OF FARMERS AND MERCHANTS BANK OF TRENTON 5. Highway 129 & Pine Street Bell, Florida 32619 6. Highway 19 & 98 Fanning Springs, Florida 32693 EXHIBIT C LOCATION OF BRANCH AND TRUST SERVICE OFFICES OF CAPITAL CITY BANK Main Office: 1. 217 North Monroe Street Tallahassee, Florida 32301 (also includes Trust Service Office) Branch Offices: 2. 2111 North Monroe Street Tallahassee, Florida 32303 3. BankLink (Call Center) 2111 North Monroe Street Tallahassee, Florida 32308 4. 2375 Centerville Road Tallahassee, Florida 32308 5. Governor's Square Mall Tallahassee, Florida 32301 6. 3815 North Monroe Street Tallahassee, Florida 32303 7. 3255 Mahan Drive Tallahassee, Florida 32308 8. 1301 Metropolitan Boulevard Tallahassee, Florida 32308 9. 1801 Apalachee Parkway Tallahassee, Florida 32301 10. 3404 South Monroe Street Tallahassee, Florida 32301 11. 1828 West Tennessee Street Tallahassee, Florida 32304 12. 1108 West Tharpe Street Tallahassee, Florida 32303 13. 3528 Thomasville Road Tallahassee, Florida 32308 14. 2020 West Pensacola Street Tallahassee, Florida 32304 15. 10241 North Florida Avenue Citrus Springs, Florida 34434 16. 7697 South Florida Avenue Floral City, Florida 34450 17. 1500 N. U.S. Highway 41 Inverness, Florida 34450 18. 1500 North Meadowcrest Boulevard Crystal River, Florida 34429 19. 101 SE U.S. 19 Crystal River, Florida 34429 20. 316 West Washington Street Chattahoochee, Florida 32324 21. 102 South Main Street Havana, Florida 32333 22. 320 West Jefferson Street Quincy, Florida 32351 23. 7101 Mariner Boulevard Spring Hill, Florida 34609 24. 800 South Jefferson Street Monticello, Florida 32344 25. 603 West Base Street Madison, Florida 32340 26. 922 Regency Park Boulevard Port Richey, Florida 34668 27. 115 West Green Street Perry, Florida 32347 EXHIBIT D LOCATION OF BRANCH AND TRUST SERVICE OFFICES OF THE RESULTING BANK Main Office: 1. 217 North Monroe Street Tallahassee, Florida 32301 (also includes trust service office) Branch Offices: 2. 2111 North Monroe Street Tallahassee, Florida 32303 3. BankLink (Call Center) 2111 North Monroe Street Tallahassee, Florida 32308 4. 2375 Centerville Road Tallahassee, Florida 32308 5. Governor's Square Mall Tallahassee, Florida 32301 6. 3815 North Monroe Street Tallahassee, Florida 32303 7. 3255 Mahan Drive Tallahassee, Florida 32308 8. 1301 Metropolitan Boulevard Tallahassee, Florida 32308 9. 1801 Apalachee Parkway Tallahassee, Florida 32301 10. 3404 South Monroe Street Tallahassee, Florida 32301 11. 1828 West Tennessee Street Tallahassee, Florida 32304 12. 1108 West Tharpe Street Tallahassee, Florida 32303 13. 3528 Thomasville Road Tallahassee, Florida 32308 14. 2020 West Pensacola Street Tallahassee, Florida 32304 15. 10241 North Florida Avenue Citrus Springs, Florida 34434 16. 7697 South Florida Avenue Floral City, Florida 34450 17. 1500 N. U.S. Highway 41 Inverness, Florida 34450 18. 1500 North Meadowcrest Boulevard Crystal River, Florida 34429 19. 101 SE U.S. 19 Crystal River, Florida 34429 20. 316 West Washington Street Chattahoochee, Florida 32324 21. 102 South Main Street Havana, Florida 32333 22. 320 West Jefferson Street Quincy, Florida 32351 23. 7101 Mariner Boulevard Spring Hill, Florida 34609 24. 800 South Jefferson Street Monticello, Florida 32344 25. 603 West Base Street Madison, Florida 32340 26. 922 Regency Park Boulevard Port Richey, Florida 34668 27. 115 West Green Street Perry, Florida 32347 28. 2012 North Young Boulevard Chiefland, Florida 32626 29. 140 East Hathaway Bronson, Florida 32621 30. Corner of 2nd & B. Street Cedar Key, Florida 32625 31. Corner of Inglis Avenue & Highway 40 West Inglis, Florida 32649 32. 144 East Noble Avenue Williston, Florida 32696 33. 109 West Wade Street Trenton, Florida 32693 34. Highway 129 & Pine Street Bell, Florida 32619 35. Highway 19 amd 98 Fanning Springs, Florida 32693 36. 814 Suwannee Avenue Branford, Florida 32008 EXHIBIT E DIRECTORS AND EXECUTIVE OFFICERS OF THE RESULTING BANK DIRECTORS: Names Addresses DuBose Ausley Post Office Box 391 Tallahassee, FL 32302 Thomas A. Barron Post Office Box 9OO Tallahassee 32302 C. Bob Butler Post Office Box 3789 Tallahassee, FL 32315 J. Marshall Conrad Post Office Box 391 Tallahassee, FL 32302 Brian T. Hayes Post Office Box 483 Tallahassee, FL 32345 E. Cantey Higdon Post Office Box 996 Quincy, FL 32353 Harold M. Knowles 528 East Park Avenue Tallahassee, FL 32301 R. Gary Landrum 3375-B Capital Circle, NE Tallahassee, FL 32308 Blucher B. Lines Post Office Box 550 Quincy, FL 32351 William W. Mahaffey Post Office Box 820 Quincy, FL 32353-0820 Fount H. May, Jr. Route 2, Box 189-C Quincy, FL 32353 S. Craig McMillan Post Office Box 1919 Quincy, FL 32353 Payne H. Midyette, Jr. Post Office Box 749 Tallahassee, FL 32302 G. Ulmer Miller 440 Morris Road Monticello, FL 32344 George W. Miller 240 West Washington Monticello, FL 32344 M. William Miller 305 9th Street East Havana, FL 32333 William L. Moor 408 Plantation Road Tallahassee, FL 32303 John B. Mowell Post Office Box 4168 Tallahassee, FL 32315 Millard J. Noblin Post Office Box 14019 Tallahassee, FL 32317 Jack G. Rich 825-A Lake Ridge Drive Tallahassee, FL 32312 Rodney L. Scarboro 3241 West Lakeshore Drive Tallahassee, FL 32312 Fincher W. Smith 2609 Lotus Drive Tallahassee, FL 32312 Godfrey Smith Post Office Box 900 Tallahassee, FL 32302 J. Vereen Smith, Jr. Post Office Box 900 Tallahassee, FL 32302 William G. Smith, Jr. Post Office Box 900 Tallahassee, FL 32302 Giles C. Toole, Jr. Post Office Box 526 Tallahassee, FL 32302 Fred M. Williams, Jr. Route 3, Box 96-C Monticello, FL 32344 Paul Graves Williams Post Office Box 1018 Quincy, FL 32353 EXECUTIVE OFFICERS: Names Office Addresses William G. Smith, Jr. Chairman Post Office Box 900 Tallahassee, FL 32302 Thomas A. Barron President Post Office Box 900 Tallahassee, FL 32302 Godfrey Smith Vice Chairman Post Office Box 900 Tallahassee, FL 32302 Randolph K. Briley Executive Vice President Post Office Box 900 Tallahassee, FL 32302 Mitchell R. Englert Executive Vice President Post Office Box 900 Tallahassee, FL 32302 G. Matthew Brown Executive Vice President Post Office Box 900 Tallahassee, FL 32302 J. Kimbrough Davis Chief Financial Officer Post Office Box 900 Tallahassee, FL 32302 William N. Mitchell President, Capital City Post Office Box 900 Services Company Tallahassee, FL 32302 EXHIBIT F ARTICLES OF INCORPORATION OF THE RESULTING BANK ARTICLES OF INCORPORATION OF CAPITAL CITY BANK The undersigned, acting as Directors for the purpose of amending and restating the Articles of Incorporation for Capital City Bank, to provide for new Articles effective as of the effective date of the merger of Levy County State Bank, Farmers and Merchants Bank of Trenton, and Branford State Bank with and into Capital City Bank, hereby adopt the following Articles of Incorporation. ARTICLE I. Name The name of this Corporation shall be CAPITAL CITY BANK. The initial street address of its main office shall be 217 North Monroe Street, Tallahassee, Leon County, Florida. ARTICLE II. Nature of Business The general nature of the business to be transacted shall be that of a general banking business, including the exercise of trust powers, as provided by the laws of the State of Florida. ARTICLE III. Stock The amount of the capital stock of the Corporation shall be Five Thousand Shares (5,000) with a par value of One Hundred Dollars ($100.00) per share. If the capital stock is increased by the sale of additional shares thereof, each shareholder shall be entitled to subscribe for such additional shares in proportion to the number of shares of said capital stock owned by him at the time the increase is authorized by the shareholders, unless another time subsequent to the date of the shareholders' meeting is specified in a resolution adopted by the shareholders at the time the increase is authorized. The Board of Directors shall have the power to prescribe a reasonable period of time within which the preemptive rights to subscribe to the new shares of capital stock must be exercised. ARTICLE IV. Powers This Corporation shall have banking and trust powers and all the corporate powers enumerated in the Florida Business Corporation Act. ARTICLE V. Term of Corporate Existence This Corporation shall exist perpetually unless dissolved according to laws of Florida. ARTICLE VI. Number of Directors The Board of Directors of this Corporation shall consist of not fewer than five (5) individuals, the exact number of Directors to be fixed and determined from time to time by resolution of the shareholders at any annual meeting thereof; provided, however, that if authorized by a majority of the shareholders by appropriate action at the next annual meeting, a majority of the full Board of Directors may, at any time during the year following the annual meeting of shareholders in which such action has been authorized, increase the number of Directors within the limits specified above, and appoint persons to fill the resulting vacancies, provided further, that in any one year not more than two such additional Directors shall be authorized pursuant to this provision. ARTICLE VII. Annual Meeting The annual meeting of the shareholders for the election of Directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office or such other place as the Board of Directors may designate, on such day of each year as is specified in the Bylaws; provided, however, that when the day fixed in the Bylaws for the regular annual meeting of the shareholders falls on a legal holiday, the annual meeting of the shareholders shall be held on the next banking day. Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of the bank entitled to vote for election of Directors. Nominations, other than those made by or on behalf of the existing management of the bank, shall be made in writing and shall be delivered or mailed to the President of the bank not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of Directors, provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the President of the bank not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the number of shares of capital stock of the bank that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of the bank owned by the notifying shareholder. Nominations not made in accordance herewith may, in his discretion, be disregarded by the Chairman of the meeting, and upon his instructions, the vote tellers may disregard all votes cast for each such nominee. ARTICLE VIII. Initial Board of Directors The initial Board of Directors shall consist of twenty-eight (28) persons. The initial members of the Board of Directors of this Corporation shall hold office until the first annual meeting of the shareholders, and thereafter until their successor or successors are elected. The names and addresses of the initial members of the Board are as follows: Names Addresses 1. Ausley, DuBose Post Office Box 391 Tallahassee, FL 32302 2. Barron, Thomas A. Post Office Box 900 Tallahassee, FL 32302 3. Butler, C. Bob Post Office Box 3789 Tallahassee, FL 32315 4. Conrad, J. Marshall Post Office Box 391 Tallahassee, FL 32302 5. Hayes, Brian T Post Office Box 483 Monticello, FL 32345 6. Higdon, E. Cantey Post Office Box 996 Quincy, FL 32353 7. Knowles, Harold M. 528 East Park Avenue Tallahassee, FL 32301 8. Landrum, R. Gary 3375-B Capital Circle N.E. Tallahassee, FL 32308 9. Lines, Blutcher B. Post Office Box 550 Quincy, FL 32351 10. Mahaffey, William W. Post Office Box 820 Quincy, FL 32353-0820 11. May, Jr., Fount H. Route 2, Box 189-C Quincy, FL 32351 12. McMillan, S. Craig Post Office Box 1919 Quincy, FL 32353 13. Midyette, Jr., Payne H. Post Office Box 749 Tallahassee, FL 32302 14. Miller, G. Ulmer 440 Morris Road Monticello, FL 32344 15. Miller, George W. 240 West Washington Monticello, FL 32344 16. Miller, M. William 305 9th Street East Havana, FL 32333 17. Moor, William L. 408 Plantation Road Tallahassee, FL 32303 18. Mowell, John B. Post Office Box 4168 Tallahassee, FL 32315 19. Noblin, Millard J. Post Office Box 14019 Tallahassee, FL 32317 20. Rich, Jack 825-A Lake Ridge Drive Tallahassee, FL 32312 21. Scarboro, Rodney L. 3241 West Lakeshore Drive Tallahassee, FL 32312 22. Smith, Fincher W. 2609 Lotus Drive Tallahassee, FL 32312 23. Smith, Godfrey Post Office Box 900 Tallahassee, FL 32302 24. Smith, Jr., J. Vereen Post Office Box 900 Tallahassee, FL 32302 25. Smith, Jr., William G. Post Office Box 900 Tallahassee, FL 32302 26. Toole, Jr., Giles C. Post Office Box 526 Tallahassee, FL 32302 27. Williams, Jr., Fred M. Route 3, Box 96-C Monticello, FL 32344 28. Williams, Paul Graves Post Office Box 1018 Quincy, FL 32353 ARTICLE IX. Officers The Corporation shall have a Chairman, President, and Secretary/Treasurer, and may have additional officers and assistant officers including, without limitation thereto, one or more Vice Presidents. A person may hold more than one office. The names and addresses of the initial officers are as follows: William G. Smith, Jr., Chairman Post Office Box 900 Tallahassee, FL 32302 Thomas A. Barron, President Post Office Box 900 Tallahassee, FL 32302 Godfrey Smith, Vice Chairman Post Office Box 900 Tallahassee, FL 32302 Randolph H. Briley, Executive Vice President Post Office Box 900 Tallahassee, FL 32302 Mitchell R. Englert, Executive Vice President Post Office Box 900 Tallahassee, FL 32302 G. Matthew Brown, Executive Vice President Post Office Box 900 Tallahassee, FL 32302 J. Kimbrough Davis, Secretary/Treasurer Post Office Box 900 Tallahassee, FL 32302 William N. Mitchell, President, Capital City Services Co. Post Office Box 900 Tallahassee, FL 32302 The Board of Directors shall have the power to appoint such other officers and employees as may be required to transact the business of this Corporation; to define the duties of the officers and employees of the Corporation; to fix the salaries to be paid to them: to dismiss them; to require bonds from them and to fix the penalty thereof; to manage and administer the business and affairs of the Corporation; to make all Bylaws that it may be lawful for them to make; and generally to do and perform all acts that it may be legal for a Board of Directors to do and perform. ARTICLE X. Main Office The Board of Directors shall have the power to change the location of the main office to any other location, without the approval of shareholders but subject to the approval of the Division of Banking, State of Florida; and shall have the power to establish or change the location of any branch or branches of the Corporation to any other location, without the approval of the shareholders but subject to the approval of the Division of Banking, State of Florida. ARTICLE XI. Indemnification of Directors and Officers Any person, his heirs, executors, or administrators, may be indemnified or reimbursed by the Corporation for reasonable expenses actually incurred in connection with any action, suit, or proceeding, civil or criminal, to which he or they shall be made a party by reason of his being or having been a director, officer, or employee of the Corporation or of any firm, corporation, or organization which he served in any such capacity at the request of the Corporation, to the fullest extent permitted by Florida law. The Corporation may, upon the affirmative vote of a majority of its Board of Directors, purchase insurance for the purpose of indemnifying its directors, officers, and other employees to the extent that such indemnification is allowed in the preceding paragraph. Such insurance may, but need not, be for the benefit of all directors, officers, or employees. ARTICLE XII. Amendment These Articles of Incorporation may be amended at any regular meeting or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Corporation, unless the vote of the holders of a greater mount of stock is required by law, and in that case by the vote of the holders of such greater amount. IN WITNESS of the foregoing, the undersigned directors have executed these Articles of Incorporation as of the 22nd day of July, 1997. Signature Address Ausley, DuBose Post Office Box 391 Tallahassee, FL 32302 /s/ Thomas A. Barron Post Office Box 900 Thomas A. Barron Tallahassee, FL 32302 /s/ C. Bob Butler Post Office Box 3789 C. Bob Butler Tallahassee, FL 32315 /s/ J. Marshall Conrad Post Office Box 391 J. Marshall Conrad Tallahassee, FL 32302 /s/ Brian T. Hayes Post Office Box 483 Brian T. Hayes Monticello, FL 32345 /s/ E. Cantey Higdon Post Office Box 996 E. Cantey Higdon Quincy, FL 32353 /s/ Harold M. Knowles 528 East Park Avenue Harold M. Knowles Tallahassee, FL 32301 Landrum, R. Gary 3375-B Capital Circle N.E. Tallahassee, FL 32308 /s/ Blucher B. Lines Post Office Box 550 Blucher B. Lines Quincy, FL 32351 /s/ William W. Mahaffey Post Office Box 820 William W. Mahaffey Quincy, FL 32353-0820 /s/ Fount H. May, Jr. Route 2, Box 189-C Fount H. May, Jr. Quincy, FL 32351 /s/ S. Craig McMillan Post Office Box 1919 S. Craig McMillan Quincy, FL 32353 /s/ Payne H. Midyette, Jr. Post Office Box 749 Payne H. Midyette, Jr. Tallahassee, FL 32302 /s/ G. Ulmer Miller 440 Morris Road G. Ulmer Miller Monticello, FL 32344 /s/ George W. Miller 240 West Washington George W. Miller Monticello, FL 32344 /s/ M. William Miller 305 9th Street East M. William Miller Havana, FL 32333 /s/ William L. Moor 408 Plantation Road William L. Moor Tallahassee, FL 32303 /s/ John B. Mowell Post Office Box 4168 John B. Mowell Tallahassee, FL 32315 /s/ Millard J. Noblin Post Office Box 14019 Millard J. Noblin Tallahassee, FL 32317 /s/ Jack G. Rich 825-A Lake Ridge Drive Jack G. Rich Tallahassee, FL 32312 Rodney L. Scarboro 3241 West Lakeshore Drive Tallahassee, FL 32312 /s/ Fincher W. Smith 2609 Lotus Drive Fincher W. Smith Tallahassee, FL 32312 /s/ Godfrey Smith Post Office Box 900 Godfrey Smith Tallahassee, FL 32302 /s/ J. Vareen Smith, Jr. Post Office Box 900 J. Vareen Smith Tallahassee, FL 32302 /s/ William G. Smith, Jr. Post Office Box 900 William G. Smith, Jr. Tallahassee, FL 32302 Toole, Jr., Giles C. Post Office Box 526 Tallahassee, FL 32302 /s/ Fred M. Williams, Jr. Route 3, Box 96-C Fred M. Williams, Jr. Monticello, FL 32344 /s/ Paul Graves Williams Post Office Box 1018 Paul Graves Williams Quincy, FL 32353 Before me, the undersigned Notary Public, in and for the State of Florida at Large, personally appeared: Thomas A.Barron; C. Bob Butler; J. Marshall Conrad; Brian T. Hayes; E. Cantey Higdon; Harold M. Knowles; Blutcher B. Lines; William W. Mahaffey; Fount H. May, Jr.; S. Craig McMillan; Payne H. Midyette, Jr.; G. Ulmer Miller; George W. Miller; M. William Miller; William L. Moor; John B. Mowell; Millard J. Noblin; Jack G. Rich; Fincher W. Smith; Godfrey Smith; J.Vereen Smith; William G.Smith, Jr.; and Fred M. Williams, Jr.; and Paul Graves Williams, personally known to me and known by me to be the individuals described in and who executed the foregoing Articles of Incorporation for CAPITAL CITY BANK, and each being duly sworn severally acknowledged that he executed the same for the use and purposes therein expressed. IN TESTIMONY WHEREOF, I have hereunto affixed my signature and notarial seal this 22nd day of July, 1997. /s/Jill Carraway Notary Public - State of Florida at Large My Commission Expires: March 16, 2001