Exhibit 2.1

                          ARTICLES OF SHARE EXCHANGE OF
                  SOUTHERN HERITAGE BANK (CONTROL NO. 0361739)
            SOUTHERN HERITAGE BANCSHARES, INC. (CONTROL NO. 0466661)

         Pursuant to the provisions of Sections  45-2-1314 and 48-21-101 et seq.
of  the  Tennessee  Code  Annotated,  the  undersigned  corporations  adopt  the
following Articles of Share Exchange.

      1.      The  attached  Plan of Share  Exchange was approved by each of the
              undersigned corporations in the manner prescribed by the Tennessee
              Business Corporation Act and the Tennessee Banking Act.

      2.      As to  Southern  Heritage  Bank,  the Plan was  duly  adopted,  as
              required, at a meeting of the shareholders on May 20, 2004.

      3.      As to  Southern  Heritage  Bancshares,  Inc.,  the  Plan  was duly
              adopted,  as required,  at a meeting of the  shareholders on April
              15, 2004.

      4.      These Articles are effective August 31, 2004.

Dated: August 23, 2004


                                            SOUTHERN HERITAGE BANK


                                            By: /S/ J. Lee Stewart
                                               ---------------------------------
                                               J. Lee Stewart, President


                                            SOUTHERN HERITAGE BANCSHARES, INC.


                                            By: /s/ J. Lee Stewart
                                               ---------------------------------
                                               J. Lee Stewart, President