Exhibit 10.2


    
      

    


    SEPARATION
      AGREEMENT AND GENERAL RELEASE

    


    THIS
      SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into
      by and between David K. George (“Executive”) and Seasons Bank, a bank organized
      under the laws of the State of Georgia, and Seasons Bancshares, Inc., a bank
      holding company organized under the laws of the State of Georgia (collectively
      “Employer”).

    


    STATEMENT
      OF FACTS

    


    Executive
      desires to accept the following agreements, including, without limitation,
      certain additional consideration from Employer in return for Executive’s general
      release and non-disclosure agreements set forth below. Executive and Employer
      desire to settle fully and finally all differences and disputes between them,
      including, but in no way limited to, any differences and disputes that might
      arise, or have arisen, out of Executive’s employment with and separation from
      Employer.

    


    STATEMENT
      OF TERMS

    


    In
      consideration of the mutual promises herein, it is agreed as
      follows:

    


    1.    
      Non-Admission
      of Liability.
      (a)
      Neither this Agreement nor Employer’s offer to enter into this Agreement shall
      in any way be construed as an admission by Employer that it has acted wrongfully
      with respect to Executive or any other person, or that Executive has any rights
      whatsoever against Employer. Employer specifically disclaims any liability
      to or
      wrongful acts against Executive or any other person, on the part of itself,
      its
      shareholders, officers, directors, employees, agents or representatives. 
(b)
      Neither this Agreement nor Executive’s agreement to enter into this Agreement
      shall in any way be construed as an admission by the Executive that he has
      acted
      wrongfully with respect to Employer or any other person, or that Employer has
      any rights whatsoever against Employee. Employee specifically disclaims any
      liability to or wrongful acts against Employer or any other person.

    


    2.    
      Resignation
      of Employment.
      Executive has resigned his employment with Employer and from his position as
      a
      member of Employer’s Boards of Directors, effective July 31, 2006 (the
“Separation Date”). The parties agree that except as set forth herein, this
      Agreement terminates all aspects of the relationship between them. Executive
      therefore acknowledges, understands and agrees that Executive does not and
      will
      not seek reinstatement, future employment or return to active employment status
      with Employer. Executive further acknowledges, understands and agrees that
      Employer is under no obligation to consider Executive for reinstatement,
      employment, re-employment, consulting or similar status at any time.
      Notwithstanding any provision of this Agreement to the contrary, the Executive
      may consult with the Employee as the Employer may request.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.    
      Effective
      Date.
      This
      Agreement shall become effective immediately following the seven (7) revocation
      period set forth in Section 11(e) (the “Effective Date”). As of the Effective
      Date, if neither party has revoked this Agreement pursuant to
      Section 11(e), this Agreement shall be fully effective and
      enforceable.

    


    4.   
      Consideration.
      In full
      consideration and as material inducement for the parties’ signing of this
      Separation Agreement and General Release, the receipt, adequacy and sufficiency
      of which are hereby acknowledged: 

    


    (a)
      Employer will continue paying Executive his current salary for twelve (12)
      months. Such payments will begin on Employer’s first regularly scheduled payroll
      date following the Effective Date of this Agreement. All legal deductions and
      required withholdings will be taken, consistent with Employer’s payroll
      practices. 

    


    (b)
      Employer will continue Executive’s health coverage with Employer, at the current
      cost to Executive or at the rates chargeable to Employer’s employees for benefit
      coverage, for twelve (12) months. Executive’s portion of the premium costs will
      be deducted from the payment set forth in Section 4(a) above. Executive will
      only be eligible for the health coverage described in this section if Executive
      elects COBRA coverage. 

    


    5.   
      Cessation
      of Authority.
      Executive acknowledges, understands and agrees that following the Separation
      Date, Executive is not authorized to incur any expenses, obligations or
      liabilities, or to make any commitments on behalf of Employer. Executive agrees
      to submit to Employer on or before the Effective Date, any and all expenses
      that
      were incurred by Executive on behalf of Employer (which have not previously
      been
      reimbursed) and any and all contracts or other obligations entered into by
      Executive on behalf of Employer (which have not previously been disclosed),
      including but not limited to any loans agreed to or memoranda of understanding
      entered into on behalf of the Employer. Employer agrees to reimburse Executive
      for reimbursable expenses incurred by Executive through his Separation Date
      which have not yet been reimbursed and which are promptly submitted to Employer,
      pursuant to Employer’s standard policies and procedures relating to
      reimbursement of expenses.

    


    6.   
      Agreement
      Not to Disclose Trade Secrets and Confidential
      Information.
      Executive acknowledges, understands and agrees that in the course of employment
      with Employer, Executive has acquired Confidential Information and Trade
      Secrets, as those terms are defined below, concerning Employer’s operations, its
      policies and practices, its future plans and its methods of doing business,
      which information Executive understands and agrees would be extremely damaging
      to Employer if disclosed to a competitor or made available to any other person
      or entity. Executive acknowledges, understands and agrees that such information
      has been divulged to Executive in confidence. Executive agrees to protect and
      hold in strict confidence all Company Information, as that term is defined
      below, that Executive has received or created on behalf of Employer and that
      Executive will not, directly or indirectly, use, publish, disseminate or
      otherwise disclose any Company Information to any third party without Employer’s
      prior written consent, unless
      and until such time as the restrictions on Executive’s use or disclosure of such
      Company Information expire as set forth herein below. If a disclosure of Company
      Information is required by law, subpoena or court order, Executive agrees to
      give Employer the maximum feasible prior written notice of the legal
      justifications and requirements for any proposed disclosure of such information
      so that Employer may object to such disclosure if appropriate.


    
      
        
        

      

      
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    Executive
      further acknowledges, understands and agrees that Executive has complied with
      Employer’s policies regarding the protection of Company Information, that
      Executive has held such information in trust and strict confidence, and that
      Executive will continue to do so according to the terms set forth in this
      Agreement.

    


    The
      restrictions on Executive’s use or disclosure of all Company Information, as set
      forth above, shall survive for a period of two (2) year; provided however,
      that
      the restrictions on the use or disclosure of Trade Secrets shall survive beyond
      such two year period for so long as such information qualifies as a Trade Secret
      under applicable law.

    


    In
      view
      of the nature of Executive’s employment and Company Information which Executive
      has received or created during the course of Executive’s employment, Executive
      likewise acknowledges, understands and agrees that Employer would be irreparably
      harmed by any material violation, or threatened material violation of this
      Agreement by Executive and that, therefore, Employer shall be entitled to an
      injunction prohibiting Executive from any violation or threatened violation
      of
      this Agreement, and shall further be entitled to recover any damages proximately
      caused by such violation(s). The undertakings set forth in this section shall
      survive the termination of other arrangements contained in this
      Agreement.

    


    “Company
      Information” means Confidential Information and Trade Secrets. However, “Company
      Information” does not include any information which: (i) at the time of
      disclosure to Executive, was in the public domain or was already lawfully in
      Executive’s possession without a breach of duty owed to Employer;
      (ii) after disclosure to Executive, is published or otherwise becomes part
      of the public domain without a breach of duty owed to Employer and through
      no
      fault of Executive; or (iii) was received after disclosure to Executive
      from a third party who had a lawful right to and, without a breach of duty
      owed
      to Employer, did disclose such information to Executive. 

    


    “Confidential
      Information” means any and all information of Employer other than Trade Secrets
      that has value and is not generally known to Employer’s competitors. This
      includes any information about Employer’s loan, accounting or financial
      practices or procedures; Employer’s operations; its future plans; actual or
      potential customers, vendors and suppliers; and its methods of doing
      business.

    


    “Trade
      Secret” means information related to the business or services of Employer which:
      (i) derives independent actual or potential commercial value from not being
      generally known or readily ascertainable through independent development or
      reverse engineering by third parties who can obtain economic value from its
      disclosure or use; and
      (ii) is the subject of efforts by Employer and such third parties that are
      reasonable under the circumstances to maintain its secrecy. Assuming the
      foregoing criteria in the immediately preceding clauses (i) and (ii) are
      met, Trade Secret includes business and technical information including, without
      limitation, designs, formulas, patterns, compilations, programs, devices,
      inventions, methods, techniques, drawings, processes, finances, and existing
      and
      future products and services of Employer. 


    
      
        
        

      

      
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    7.   
      Return
      of Materials and Property.
      (a)
      Executive acknowledges, understands and agrees that as a result of Executive’s
      employment with Employer, Executive has had in Executive’s custody, possession
      and control documents, data, materials, files and other items that are the
      property of Employer or its customers, including loan applications and
      portfolios and Company Information. Executive agrees that to the extent
      Executive has not already done so, Executive will turn over to Employer’s Chief
      Executive Officer on or before the Effective Date, all files (including loan
      files), memoranda, records, credit cards, manuals, computer equipment, computer
      software, pagers, cellular phones, facsimile machines, customer and prospective
      customer lists, customer and prospective customer name and telephone numbers,
      Company Information, and any other equipment or documents, and all other
      property of similar type that Executive received from Employer and/or that
      Executive used in the course of Executive’s employment with Employer and that is
      the property of Employer or its customers (including any electronic versions
      of
      such items). Executive further agrees that after returning any electronic or
      physical versions of such items, Executive will permanently delete and destroy
      any remaining electronic versions or physical copies in Executive’s possession,
      custody or control. (b) Employer acknowledges, understands and agrees that
      certain personal items of the Executive including but not limited to office
      decorations, pictures and files are currently in the possession of the Employee.
      Additionally, the Executive’s laptop computer contains certain personal
      information including financial information relating to the Executive’s mother’s
      estate. Employer agrees to schedule a one hour period of time to be agreed
      with
      the Executive, being after the execution of this agreement and prior to the
      end
      of the termination period, during which the Executive can retrieve said personal
      items and copy all personal electronic information currently on said laptop
      computer. The Executive may then delete all personal information on said laptop.
      The Employer shall have its representative present during the time of the review
      and deleting of personal information. 

    


    8.   
      Confidentiality
      of Agreement.
      (a)
      Executive acknowledges, understands and agrees that Executive has kept and
      will
      keep the terms, amount, value, and nature of consideration paid to Executive,
      and the existence of this Agreement completely confidential, and that Executive
      will not hereafter disclose any information concerning this Agreement to anyone
      other than Executive’s immediate family, accountants, attorneys and other
      professional representatives who will be informed of and bound by this
      confidentiality clause. (b) Employer acknowledges, understands and agrees that
      Employer has kept and will keep the terms, amount, value, and nature of
      consideration paid to Executive, and the existence of this Agreement completely
      confidential, and that Employer will not hereafter disclose any information
      concerning this Agreement to anyone other than Employer’s Board, accountants,
      attorneys and other professional representatives who will be informed of and
      bound by this confidentiality clause. (c)  Notwithstanding the
      foregoing, the parties may disclose the existence of and information relating
      to
      this Agreement in the event of a breach or proposed breach of this Agreement
      or
      as may be required to comply with applicable laws and
      regulations.


    
      
        
        

      

      
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    9.   
      Complete
      Release.
      (a) As a
      material inducement to the parties to enter into this Agreement, Executive
      hereby irrevocably and unconditionally releases, acquits and forever discharges
      Employer, Cadence Financial Corporation (“Cadence”), and each of Employer’s and
      Cadence’s affiliates,
      subsidiaries, stockholders,
      officers, directors, employees, successors, assigns, agents, representatives,
      attorneys, and all persons acting by, through, under or in concert with any
      of
      them (collectively “Releasees”), from any and all charges, complaints, claims,
      liabilities, obligations, promises, agreements (excluding this Agreement
      itself), controversies, damages, actions, causes of action, suits, rights,
      demands, costs, losses, debts, and expenses of any nature whatsoever, known
      or
      unknown, suspected or unsuspected, including, but not limited to, rights arising
      out of alleged violations or breaches of any contracts, express or implied,
      or
      any tort, or any legal restrictions on Employer’s right to terminate employees,
      or any federal, state or other governmental statute, regulation, or ordinance,
      including, without limitation: (1) Title VII of the Civil Rights Act of
      1964, as amended by the Civil Rights Act of 1991; (2) the Americans with
      Disabilities Act; (3) 42 U.S.C. § 1981; (4) the Age Discrimination in
      Employment Act, as amended by the Older Workers Benefit Protection Act;
      (5) the Equal Pay Act; (6) the Employee Retirement Income Security Act
      (“ERISA”); (7) Section 503 of the Rehabilitation Act of 1973; (8) the False
      Claims Act (including the qui tam provision thereof); (9) the Occupational
      Safety and Health Act; (10) the Consolidated Omnibus Budget Reconciliation
      Act
      of 1986 (“COBRA”); (11) intentional or negligent infliction of emotional
      distress or “outrage”; (12) interference with employment and/or contractual
      relations; (13) wrongful discharge; (14) invasion of privacy; (15)
      assault and battery; (16) defamation; (17) whistleblowing; and (18)
      violation of any other legal or contractual duty arising under the laws of
      the
State
      of
      Georgia or the United States of America, (individually the “Claim” and
      collectively the “Claims”), which Executive now has, owns or holds, or claims to
      have, own or hold, or which Executive at any time heretofore had, owned or
      held,
      or claimed to have, owned or held, against each or any of the Releasees at
      any
      time up to and including the date of execution of this Agreement. The parties
      specifically understand and agree that this release includes any claims
      Executive may have under or arising from any Employment Agreement with Employer,
      including such Employment Agreement dated March
      21,
      2006.
      This
      release does not cover any claims that may not be released by private agreement
      between the parties.

     

    (b)
      As a
      material inducement to the parties to enter into this Agreement, Employer hereby
      irrevocably and unconditionally releases, acquits and forever discharges
      Executive, his agents and representatives, from any and all charges, complaints,
      claims, liabilities, obligations, promises, agreements (excluding this Agreement
      itself), controversies, damages, actions, causes of action, suits, rights,
      demands, costs, losses, debts, and expenses of any nature whatsoever, known
      or
      unknown, suspected or unsuspected, including, but not limited to, rights arising
      out of alleged violations or breaches of any contracts, express or implied,
      or
      any tort, or any federal, state or other governmental statute, regulation,
      or
      ordinance.


    
      
        
        

      

      
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    10.  
      Non-Disparagement
      and Professionalism.
      (a)
      Executive acknowledges, understands and agrees that Executive will not make
      or
      issue, or procure any person or entity to make or issue, any statement in any
      form concerning: (i) Releasees, including Employer and Cadence;
      (ii) Executive’s employment relationship with Employer; or (iii) the
      termination of Executive’s employment relationship with Employer, to any person
      or entity if such statement is harmful to or disparaging of Employer or any
      of
      their stockholders, officers, directors, employees, agents or
      representatives.
      (b)
      Employer agrees to use its best efforts not to make or issue, or procure any
      person or entity to make or issue, any statement in any form concerning: (i)
      Executive; (ii) Executive’s employment relationship with Employer; or (iii)
      the termination of Executive’s employment relationship with Employer, to any
      person or entity if such statement is harmful to or disparaging of Employee,
      except as may be required to comply with applicable laws and
      regulations.

    


    11.  
      Age
      Discrimination In Employment Act.
      Executive acknowledges, understands and agrees that this Agreement and the
      termination of Executive’s employment and all actions taken in connection
      therewith are in compliance with the Age Discrimination in Employment Act
      (“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”) and that the
      releases set forth in Section 9 hereof shall be applicable, without limitation,
      to any claims brought under these Acts. Executive further acknowledges,
      understands and agrees that:

    


    (a) the
      release given by Executive in this Agreement is given solely in exchange for
      the
      consideration set forth in Section 4 of this Agreement and such consideration
      is
      in addition to anything of value which Executive was entitled to receive prior
      to entering into this Agreement;

    


    (b) by
      entering into this Agreement, Executive does not waive rights or claims that
      may
      arise after the date this Agreement is executed;

    


    (c) Executive
      has been advised to consult an attorney prior to entering into this Agreement,
      and this provision of this Agreement satisfies the requirement of the OWBPA
      that
      Executive be so advised in writing;

     

    (d) Executive
      has been offered twenty-one (21) days from his receipt of this Agreement within
      which to consider this Agreement; and 

    


    (e) for
      a
      period of seven (7) days following Executive’s execution of this Agreement,
      Executive or Employer may revoke this Agreement by delivering written notice
      of
      such revocation to the Executive or to the Employer’s President (as the case may
      be) and this Agreement shall not become effective or enforceable until such
      seven (7) day period has expired.


    
      
        
        

      

      
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    12.  
      No
      Other Claims.
      Executive acknowledges, understands and agrees that Executive has not filed,
      nor
      assigned to others the right to file, nor are there pending, any complaints,
      charges or lawsuits by or on behalf of Executive against Employer with any
      governmental agency or any court. Executive further acknowledges, understands
      and agrees that Executive will not purchase or acquire any Claims from a third
      party or be assigned any Claims by a third party against Employer on or after
      the Effective Date.

    


    13.  
      Indemnification.
      (a) As
      further material inducement to Employer to enter into this Agreement, Executive
      hereby agrees to indemnify and hold each and all of the Releasees harmless
      from
      and against any and all loss, costs, damages or expenses, including without
      limitation, attorneys’ fees incurred by Releasees or by any of the Releasees’
agents, representatives or attorneys arising out of any breach of this Agreement
      by Executive or the fact that any acknowledgement, understanding, agreement
      or
      representation made herein by Executive was false when made. (b) As further
      material inducement to Executive to enter into this Agreement, Employer hereby
      agrees to indemnify and hold Executive harmless from and against any and all
      loss, costs, damages or expenses, including without limitation, attorneys’ fees
      incurred by Executive or by any of the Executive’s agents, representatives or
      attorneys arising out of any breach of this Agreement by Employer or the fact
      that any acknowledgement, understanding, agreement or representation made herein
      by Employer was false when made.

    


    
      	 	
              14.

            	
              Acknowledgments. 

            


    

    


    (a) Executive
      acknowledges, understands and agrees that Executive has been paid in full for
      all hours that Executive has worked for Employer and that Executive has been
      paid any and all compensation or bonuses which have been earned by Executive
      (whether under any employment agreement or otherwise) through the date of
      execution of this Agreement.

    


    (b) Executive
      acknowledges,
      understands and agrees that the Employment Agreement dated March
      21,
      2006,
      and all
      other employment agreements, by and between the parties are terminated under
      this Agreement and are no longer in effect.

    


    (c) Executive
      acknowledges, understands and agrees that Executive has no knowledge of any
      actions or inactions by any of the Releasees or by Executive that Executive
      believes could possibly constitute a basis for a claimed violation of any
      federal, state, or local law, any common law or any rule promulgated by an
      administrative body.

    


    (d) Executive
      acknowledges, understands and agrees that the consideration described above
      in
      Section 4 of this Agreement is not required by Employer’s policies and
      procedures or by any contracts between Executive and Employer. Executive further
      acknowledges, understands and agrees that Executive’s entitlement to receive the
      consideration set forth in Section 4 is conditioned upon Executive’s execution
      and delivery of this Agreement and compliance with the terms of this
      Agreement.


    
      
        
        

      

      
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    (e) Executive
      acknowledges, understands and agrees that in executing this Agreement Executive
      does not rely, and has not relied, upon any representation or statement not
      set
      forth herein made by any of the Releasees or by any of the Releasees’ agents,
      representatives, or attorneys with regard to the subject matter, basis or effect
      of this Agreement or otherwise.

    


    (f) Employer
      advises Executive to consult with an attorney prior to executing this Agreement.
      Executive acknowledges, understands and agrees that Executive has had the
      opportunity to consult counsel if Executive chose to do so. Executive
      acknowledges, understands and agrees that Executive is responsible for any
      costs
      and fees resulting from Executive’s attorney reviewing this
      Agreement.

    


    15.  
      Non-Competition.
      The
      parties acknowledge and agree: that Executive’s services to Employer required
      special expertise and talent in the provision of banking and financial services
      and that Executive had substantial contacts with customers and clients of
      Employer during his employment; that Executive was placed in a position of
      trust
      and responsibility with Employer and had access to a substantial amount of
      Company Information; that Executive is the repository of a substantial portion
      of the goodwill of Employer due to his responsibilities for Employer and that
      he
      would have an unfair advantage in competing with Employer; that Executive is
      capable of competing with Employer; and that Executive is capable of obtaining
      gainful, lucrative and desirable employment that does not violate the
      restrictions contained in this Agreement. Accordingly, the Executive agrees
      that
      for a period of one (1) year, he will not (except on behalf of or with the
      prior
      written consent of the Employer), within the Area, either directly or
      indirectly, on his own behalf or in the service or on behalf of others, as
      an
      executive employee or in any other capacity which involves duties and
      responsibilities similar to those undertaken for the Employer (including as
      an
      organizer or proposed executive officer of a new financial institution), engage
      in any business which is the same as or essentially the same as the Business
      of
      the Employer. 

    


    (a) For
      purposes of this Agreement, the term “Area” shall mean the geographic area
      within the boundaries of Fannin,
      Union,
      and
Towns
      counties
      in the
      State of Georgia,
      Clay
      and Cherokee counties in the State of North Carolina and Polk county in
      Tennessee.
      

    


    (b) For
      purposes of this Agreement, the term “Business of the Employer” shall mean the
      business conducted by the Employer, which is the business of commercial
      banking.

    


    16.  
      Non-Solicitation
      of Customers.
      Executive agrees that beginning immediately and continuing for a period of
      one
      (1) year from the Separation Date, he will not (except on behalf of or with
      the
      prior written consent of the Employer), within the Area, on his own behalf
      or in
      the service or on behalf of others, solicit, divert or appropriate or attempt
      to
      solicit, divert or appropriate, any business from any of the Employer’s current
      customers with whom Employee has or had material contact, and any actively
      sought prospective customers with whom the Executive has or had material contact
      during the last two (2) years of his employment, for purposes of providing
      products or services that are competitive with the Business of the
      Employer.


    
      
        
        

      

      
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    17.  
      Non-Solicitation
      of Employees.
      The
      Executive agrees that beginning immediately and continuing for a period of
      one
      (1) year from the Separation Date, he will not, within the Area, on his own
      behalf or in the service or on behalf of others, solicit, recruit or hire away
      or attempt to solicit, recruit or hire away, any employee of Employer
      or its
      affiliates,
      whom he
      supervised or hired or with whom he had material contact, to another person
      or
      entity providing products or services that are competitive with the Business
      of
      the Employer.

    
      


      
        	 	
                18.

              	
                Enforcement
                  of Specific Covenants. 

              


      

    

    


    (a) In
      the
      event either party breaches, or threatens to commit a breach of, any of the
      provisions of Sections 6, 8, 10, 15, 16, or 17, the injured party shall have
      the
      right and remedy to enjoin, preliminarily and permanently, the other from
      violating or threatening to violate these sections and to have these sections
      specifically enforced by any court of competent jurisdiction, it being agreed
      that any breach or threatened breach of these sections would cause irreparable
      injury to the injured party and that monetary damages would not provide an
      adequate remedy to such party. Such right and remedy shall be in addition to,
      and not in lieu of, any other rights and remedies available to the injured
      party
      at law or in equity.

    


    (b) Executive
      acknowledges and agrees that the covenants contained in Sections 6, 8, 10,
      15,
      16, or 17 are reasonable and valid in time and scope and in all other respects.
      These covenants shall be considered and construed as separate and independent
      covenants. Should any part or provision of any covenant be held invalid, void
      or
      unenforceable in any court of competent jurisdiction, such invalidity, voidness
      or unenforceability shall not render invalid, void or unenforceable any other
      part or provision of this Agreement. If any portion of the foregoing sections
      are found to be invalid or unenforceable by a court of competent jurisdiction
      because its duration, territory, definition of activities or the definition
      of
      information covered is considered to be invalid or unreasonable in scope, the
      invalid or unreasonable term shall be redefined or a new enforceable term
      provided, such that the intent of Employer and Executive in agreeing to the
      provisions of this Agreement will not be impaired and the provision in question
      shall be enforceable to the fullest extent of the applicable laws.

    


    (c) In
      the
      event that the enforcement of any of the terms of this Agreement is sought
      in a
      court of competent jurisdiction, including any period during which a restrictive
      covenant is in force, and the protective restrictive covenant or term of the
      Agreement is held to be enforceable, the restrictive time period specified
      in
      the Agreement shall be deemed tolled upon the filing of the lawsuit seeking
      to
      enforce the Agreement until the dispute is finally resolved and all periods
      of
      appeal have expired.


    
      
        
        

      

      
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    19.  
      Severability. The
      provisions of this Agreement are severable, and if any paragraph or part is
      found to be unenforceable, the remainder of the Agreement shall remain fully
      valid and enforceable. 

    
      


      
        	 	
                20.

              	
                SPECIAL
                  CONDITIONS

              


      

       

    

    
      	 	
              (A)

            	
              Prior
                and Independent Agreements.
                Notwithstanding any provision of this Agreement to the contrary,
                the
                following agreements remain in full force and
                effect:

            


    

    


    
      	 	
              (1)

            	
              Incentive
                Stock Option Award pursuant to the Generations Bancshares, Inc. (now
                known
                as Seasons Bancshares, Inc.) 2001 Stock Incentive Plan, dated January
                27,
                2003, in favor of David K. George; and


            


    

    


    
      	 	
              (2)

            	
              Warrant
                Agreement between Generations Bancshares, Inc. (now known as Seasons
                Bancshares, Inc.) and David K. George dated January 27,
                2003.

            


    

     

    21. 
      Sole
      and Entire Agreement.   This
      Agreement sets forth the entire agreement between the parties hereto, and
      supersedes any and all prior agreements or understandings between the parties
      pertaining to the subject matter hereof, except as specifically provided
      otherwise herein. Executive
      acknowledges that pursuant to this Agreement, he will not be eligible to receive
      any change in control or any other payment he would otherwise be entitled to
      receive arising from his Employment Agreement with Employer, dated March 21,
      2006.

    


    22. 
      Binding
      Effect; Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, representatives, successors, transferees and
      permitted assigns. This Agreement shall not be assignable by Executive but
      shall
      be freely assignable by Employer.

    


    23. 
       Governing
      Law.
      This
      Agreement shall be interpreted under the laws of the State of
      Georgia.

    


    24.  
      Knowledgeable
      Decision By Executive.
      Executive acknowledges, understands and agrees that Executive has read all
      the
      terms of this Agreement. Executive understands the terms of this Agreement
      and
      understands that this Agreement releases forever Employer from any legal action,
      arising from Executive’s relationship with Employer as an employee and board
      member and the termination of the employment relationship between Executive
      and
      Employer. Executive is signing and delivering this Agreement of Executive’s own
      free will in exchange for the consideration to be given to
      Executive.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    25. 
      Full
      and Careful Consideration.
      Executive acknowledges, understands and agrees that Executive may take the
      Agreement home and carefully consider all of its provisions before signing
      it.
      Executive may take up to twenty-one (21) days to decide whether Executive wants
      to accept and sign this Agreement. Executive acknowledges, understands and
      agrees that if Executive signs this Agreement, Executive and Employer will
      then
      have an additional seven (7) days after
      Executive signs the Agreement in which to revoke it. This Agreement will not
      be
      effective or enforceable, nor will any consideration be paid, until after the
      seven (7) day period set forth in Section 11(e) has expired. Again, Executive
      is
      free, and encouraged, to discuss the contents and advisability of signing this
      Agreement with an attorney of Executive’s choosing.

    


    


    


    EXECUTIVE
      SHOULD READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF
      ALL
      KNOWN AND UNKNOWN CLAIMS.

    


    


    
      	
              8-4-06

            	 	
              /s/
                David K. George

            
	
              DATE

            	 	
              DAVID
                K. GEORGE

            
	 	 	 	 
	 	 	 	 
	
              8-4-06

            	 	
              SEASONS
                BANK

            
	
              DATE

            	 	 	 
	 	 	 	 
	 	 	
              By:

            	
              /s/
                William L. Sutton

            
	 	 	
              Name:

            	
              William
                L. Sutton

            
	 	 	
              Title:

            	
              Chief
                Executive Officer

            
	 	 	 	 
	 	 	 	 
	
              8-4-06

            	 	
              SEASONS
                BANCSHARES, INC.

            
	
              DATE

            	 	 	 
	 	 	 	 
	 	 	
              By:

            	
              /s/
                William L. Sutton

            
	 	 	
              Name:

            	
              William
                L. Sutton

            
	 	 	
              Title:

            	
              Chief
                Executive Officer

            


    

     

    
      	
               

            	 	 	 
	Date
              Agreement received by Employer: 	
               8-4-06

            	,
2006.	 




    
      	 	
              By:

            	
              /s/
                William L. Sutton

            
	 	
              Name:

            	
              William
                L. Sutton

            
	 	
              Title:

            	
              Chief
                Executive Officer

            


    

     

     

    11