<PAGE>

                             EMPLOYMENT AGREEMENT
                             --------------------

     THIS EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into as
of January 1, 1998, by and between RONNIE AUSTIN, a resident of the State of
Georgia ("Employee"),  and  COMMUNITY TRUST FINANCIAL SERVICES CORPORATION, a
Georgia bank holding company ("CTFS").

                                 W I T N E S S E T H:
                                 -------------------

     WHEREAS, CTFS wishes to obtain assurances from Employee that CTFS will have
the benefit of Employee's services on the terms and subject to the conditions
set forth herein; and

     WHEREAS,  Employee wishes to obtain assurances from  CTFS on the terms and
subject to the conditions set forth herein.

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, CTFS and Employee agree as follows:

     1.  EMPLOYMENT.  CTFS  hereby employs Employee, and Employee hereby accepts
         ----------
such employment and agrees to perform services for CTFS , for the period and
upon the other terms and conditions set forth in this Agreement.

     2.  TERM.  The term (the "Term") of Employee's employment hereunder shall
         ----
be for a period of five (5) years, commencing as of the date of this Agreement
and ending on December 31, 2002, subject to earlier termination as hereinafter
specified.

     3.  POSITION AND DUTIES.
         -------------------

          3.01  Service with CTFS .  During the term of this Agreement, Employee
                ------------------
shall serve as, and his title shall be, President and Chief Executive Officer of
CTFS.  In such position, Employee agrees to perform such employment duties
consistent with such position as the Board of Directors of CTFS  shall assign to
him from time to time.  Employee also agrees to serve, during the Term hereof,
as requested by the Board of Directors of CTFS, and without any additional
compensation, as a Director of CTFS  and as an executive officer and/or director
of any corporations or other entities affiliated with CTFS.

          3.02  Performance of Duties.  Employee agrees to serve CTFS
                ---------------------
faithfully and to the best of his ability and to devote all of his time, energy
and skill during regular and assigned business hours to such employment.  During
the Term hereof, Employee shall not serve as an officer, director or employee of
any other entity not affiliated with CTFS without the prior written consent of
CTFS' Board of Directors. Notwithstanding the foregoing, (i) Employee may pursue
such personal investment and financial matters as do not conflict with his
obligations and commitments to CTFS, (ii) Employee may participate in
charitable, religious or civic activities such as serving on a school board,
church board or community fund committee and (iii) Employee may participate in
<PAGE>

such other activities as the Board of Directors of CTFS may from time to time
approve in writing. Employee hereby confirms that he is under no contractual
commitments inconsistent with his obligations set forth in this Agreement.

     4.  COMPENSATION.
         ------------

          4.01  Base Salary.  As compensation for all services to be rendered by
                -----------
Employee under this Agreement,  CTFS shall pay to Employee an initial annual
base salary for the period from January 1, 1998 through and including December
31, 1998, of  $119,025.00.  The base salary shall be subject to annual increase
by an amount equal to the product of (i) the "CPI Adjustment" (hereinafter
defined) multiplied by (ii) the base salary in effect immediately prior to such
increase. The effective date of all such increases shall be retroactive to
January 1 of the year in which the adjustment takes effect notwithstanding the
fact that the CPI Adjustment generally will not be capable of being calculated
until some time in February or March of such year. The base salary described in
this Section 4.01, as it may be increased from time to time, is referred to
herein as the "Base Salary." The Base Salary shall be paid in semi-monthly
installments in accordance with CTFS' normal payroll procedures and policies.

     For purposes of this Section 4.01, "CPI Adjustment" shall mean the lesser
of (i) 7.5% or (ii) the percentage increase, if any, in the "CPI-U Index"
(hereinafter defined) between (a) the average CPI-U Index for the year
immediately preceding the year in which the Base Salary adjustment in question
is to take effect and (b) the average CPI-U Index for the immediately preceding
year.  "CPI-U Index" shall mean the "Consumer Price Index For All Urban
Consumers, Atlanta, Georgia (1982-84=100)" as published by the Bureau of Labor
Statistics of the United States Department of Labor.  If the CPI  Adjustment is
zero or a negative number, the amount of the CPI Adjustment shall, for purposes
of this Section 4.01, be deemed to be zero.

     By way of example, if: (i) Employee's Base Salary in effect on December 31,
1998 is  $119,025; (ii) the average CPI-U Index for 1998 (as published by the
Bureau of Labor Statistics in February, 1999) is 158.4; and (iii) the average
CPI-U Index for 1997 (as published by the Bureau of Labor Statistics in
February, 1998) is 156.0, then, effective January 1, 1999, the Base Salary
increase would be calculated as follows:

              CPI  Adjustment = 1.54% (158.4 - 156.0 = 2.4;  2.4 )156.0 = 1.54%)
              Base Salary Increase = $1,833 ( $119,025 x 1.54%)
              New Base Salary = $120,858 ( $119,025 + 1,833)

          4.02  Incentive Compensation; Stock Option Programs.
                ----------------------------------------------

     (a) For each full fiscal year of CTFS that this Agreement remains in
effect, Employee shall receive, in addition to the Base Salary described in
Section 4.01, annual incentive compensation in an amount equal to (i) the

                                      -2-
<PAGE>

"Applicable Percentage" (hereinafter defined) multiplied by (ii) the Base Salary
in effect on the last day of the fiscal year for which CTFS' Return on Equity is
being determined in accordance with footnote 1 to the table below.  For purposes
of this Section 4.02, the "Applicable Percentage" shall be determined in
accordance with the following table:

CTFS' Return on Average Equity/1/      Applicable Percentage
--------------------------------       ---------------------
less than 15%                           0%
15% or greater but less than 16%        15%
16% or greater but less than 17%        16%
17% or greater but less than 18%        18%
18% or greater but less than 19%        19%
19% or greater but less than 20%        22.5%
20% or greater but less than 21%        25%
21% or greater but less than 22%        27.5%
22% or greater but less than 23%        30%
23% or greater                          30% + (2.5 multiplied by the difference
                                        between the actual Return on Equity
                                        percentage and 22%)


     The incentive compensation to which Employee is entitled pursuant to this
Section 4.02(a) shall be calculated as soon as reasonably practicable following
the preparation of CTFS' audited financial statements for the fiscal year for
which CTFS' Return on Equity is being calculated.  The incentive compensation
shall be paid by CTFS to Employee within thirty (30) days following its
calculation.


______________________

   /1/Return on Average Equity shall mean the Return on Average Equity of CTFS
for each fiscal year of CTFS during the Term of this Agreement, beginning with
the year ending December 31, 1997.  In calculating average equity for a given
fiscal year, the equity of CTFS that is included in the calculation shall be
either (i) the equity as of the end of the immediately preceding fiscal year and
as of the end of each quarter during the fiscal year in question (in which case,
average equity would equal the sum of such numbers divided by 5) or (ii) the
equity as of the end of the immediately preceding fiscal year and as of the end
of each month during the fiscal year in question (in which case, average equity
would equal the sum of such numbers divided by 13).  Equity of CTFS as of the
end of the relevant period shall be determined in accordance with generally
accepted accounting principles consistently applied.

                                      -3-
<PAGE>

     In the event this Agreement is terminated pursuant to Section 10.01(d) or
10.01(e) hereof and such termination occurs during, as opposed to at the end of,
a fiscal year of CTFS, Employee shall be entitled to a pro rata portion of the
incentive compensation that Employee would have received had this Agreement
remained in effect through the end of such fiscal year.  The pro rata portion to
which Employee is entitled shall be determined by multiplying such incentive
compensation by a fraction, the numerator of which is the number of days during
the fiscal year in question that this Agreement was in effect and the
denominator of which is the total number of days in such fiscal year.

     (b) On each January 1 during the term of this Agreement, CTFS shall cause
to be granted to Employee an option to acquire 1,000 shares of CTFS common
stock, provided that there are a sufficient number of shares available to
support such a grant under CTFS' 1993 Stock Option Plan (or a successor plan).
Each such option shall be granted pursuant to, and shall be subject to all of
the terms and conditions of, CTFS' 1993 Stock Option Plan (or a successor plan).

          4.03  Automobile.   CTFS shall provide Employee with use of a late
                -----------
model automobile which shall be used by Employee for business purposes and which
also may be used by Employee for personal use.   CTFS shall also reimburse
Employee for all fuel and maintenance expenses associated with such automobile.
Employee shall be solely responsible for payment of any and all federal, state
and local taxes (including, but not limited to, income taxes) associated with or
attributable to personal use of such automobile.

          4.04  Participation in Benefit Plans.  Employee shall also be entitled
                ------------------------------
to participate, on a comparable basis with other senior executives of CTFS, in
all employee benefit plans or programs of CTFS in effect from time to time
including, but not limited to, medical, dental, life and disability insurance
programs.  Employee's participation in any such plan or program shall be subject
to all provisions, rules and regulations applicable thereto.  Notwithstanding
anything in this Section 4.04 to the contrary, Employee's participation in bonus
or incentive compensation programs and stock option programs shall be governed
by the specific provisions of Section 4.02 hereof and not by this Section 4.04.

          4.05  Expenses.  In accordance with  CTFS' policies established from
                --------
time to time,  CTFS shall pay or reimburse Employee for all reasonable and
necessary out-of-pocket expenses incurred by him in the performance of his
duties under this Agreement, subject to the presentment of appropriate vouchers
and receipts.

     5.  CONFIDENTIALITY.
         ---------------

          5.01  General.  In Employee's position as an employee of CTFS ,
                --------
Employee has had and will have access to confidential information, trade secrets
and other proprietary information of vital importance to CTFS, to Community
Trust Bank, CTFS' wholly-owned subsidiary (the "Bank")  and to  subsidiaries and
affiliates of CTFS and the Bank, and Employee has and will also develop

                                      -4-
<PAGE>

relationships with customers, employees and others who deal with CTFS and the
Bank (and their subsidiaries and affiliates) which are of value to CTFS and the
Bank.  CTFS  requires as a condition to Employee's employment with CTFS  that
Employee agree to certain restrictions on Employee's use of the proprietary
information and valuable relationships developed during Employee's employment
with CTFS .  In consideration of the terms and conditions contained herein, the
parties hereby agree as follows:

          5.02  Fiduciary Responsibility.  CTFS and Employee mutually agree and
                -------------------------
acknowledge that CTFS and the Bank (and their subsidiaries and affiliates) may
entrust Employee with highly sensitive confidential, restricted and proprietary
information concerning various "Business Opportunities" (hereinafter defined),
customer lists, and personnel matters.  Employee acknowledges that, as an
essential incident of Employee's employment with CTFS, Employee shall bear a
fiduciary responsibility to CTFS  to protect such information from use or
disclosure that is not necessary for the performance of Employee's duties
hereunder.

          5.03  Definitions.  For the purposes of this Agreement, the following
                ------------
definitions shall apply:

     (a) "Trade Secret" means information, without regard to form, including,
but not limited to, technical or nontechnical data, formulas, patterns,
compilations, programs, devices, methods, techniques, drawings, processes,
financial data, financial plans, product plans, or lists of actual or potential
customers or suppliers, which (i) are not commonly known by or available to the
public, (ii) derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or use and (iii)
is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy.  Trade Secret also shall include any other information
defined as a "trade secret" under the Georgia Trade Secrets Act of 1990,
O.C.G.A. (S)10-1-760 through (S)10-1-767.

     (b) "Confidential Information" shall mean any data or information, other
than Trade Secrets, which is material to CTFS or to the Bank or to Community
Loan Company, an industrial loan company subsidiary of CTFS ("CLC"), and which
is not generally known by the public.  Confidential Information shall include,
but not be limited to, data or information related to (i) the taking of
deposits, making loans and extensions of credit, cashing checks, and other
operations incident to the business of banking ("Business of Bank"), (ii) the
loaning of money in amounts of $3,000 or less pursuant to the Georgia Industrial
Loan Act (O.C.G.A. (S) 7-3-1 et seq.) ("Business of CLC"), (iii) any information
pertaining to the identity of the customers, depositors or borrowers served by,
or Business Opportunities (hereinafter defined) of, the Bank or CLC, (iv) the
details of this Agreement, CTFS', the Bank's and CLC's respective business,
marketing and acquisition plans and (v) financial statements and projections,
and the costs of the services the Bank or CLC may offer or provide to the
customers, depositors or borrowers they serve, to the extent such information is
material to CTFS, the Bank or CLC and not generally known by the public.

                                      -5-
<PAGE>

     (c) "Business Opportunities" shall mean any specialized information or
plans of CTFS, the Bank or CLC concerning the business of CTFS, the Bank or CLC,
including, but not limited to, the financing of or investment in, by CTFS, the
Bank or CLC, any target person, business or project, together with all related
information concerning the specifics of any contemplated financing, investment,
acquisition or purchase (including pricing, terms, and the identity of such
person, business or project) regardless of whether CTFS, the Bank or CLC has
entered any agreement, made any commitment, or issued any bid or offer to such
person, business or project.

     (d) Notwithstanding the definitions of Trade Secrets, Confidential
Information and Business Opportunities set forth above, Trade Secrets,
Confidential Information and Business Opportunities shall not include any
information:

         (i)   that is or becomes generally known to the public (other than as a
               result of a breach of this Agreement by Employee);
         (ii)  that is developed by Employee after termination of employment
               through entirely independent efforts;
         (iii) that Employee obtains from an independent source having a bona
               fide right to use and disclose such information;
         (iv)  that is required to be disclosed by law, except to the extent
               eligible for special treatment under an appropriate protective
               order; or
         (v)   that the respective Boards of Directors of CTFS, the Bank or CLC
               approve for unrestricted release by express written
               authorization.

          5.04  Trade Secrets. Employee shall not, without the prior written
                --------------
consent of the Board of Directors of CTFS, during his employment with CTFS and
for so long thereafter as the information or data remain Trade Secrets, use or
disclose, or negligently permit any unauthorized person who is not an employee
of CTFS, the Bank or CLC to use, disclose, or gain access to, any Trade Secrets
of CTFS or the Bank or CLC, or of any of their subsidiaries or affiliates, or of
any other person or entity making Trade Secrets available for CTFS' or the
Bank's or CLC's (or any of their subsidiaries' or affiliates') use.

          5.05  Confidential Information.  Employee shall not, without the prior
                -------------------------
written consent of the Board of Directors of CTFS , during his employment with
CTFS and for a period of two (2) years after termination of his employment for
any reason, as long as the information or data remain competitively sensitive,
use or disclose, or negligently permit any unauthorized person who is not
employed by CTFS, the Bank or CLC to use, disclose, or gain access to, any
Confidential Information to which the employee obtained access by virtue of his
employment with CTFS.

          5.06  Observance of Security Measures.  During Employee's employment
                --------------------------------
with CTFS , Employee is required to observe all security measures adopted to

                                      -6-
<PAGE>

protect Trade Secrets, Confidential Information and Business Opportunities of
CTFS or the Bank or CLC.

     6.  SOLICITATION OF CUSTOMERS, BORROWERS OR DEPOSITORS
         --------------------------------------------------

          6.01  After Termination of Employment.  Upon termination of this
                --------------------------------
Agreement for any reason, Employee shall not, directly or indirectly, as
principal, agent, trustee or consultant or through the agency of any
corporation, partnership, association, trust or other entity or person, on
Employee's own behalf or for others, within two (2) years after such termination
actively solicit, divert, or take away, or attempt to actively solicit, divert,
or take away any customers, depositors or borrowers of CTFS, the Bank or CLC
whom Employee had served during his term of employment for the purpose of
providing services which constitute the Business of Bank or Business of CLC (in
each case as defined above).

          6.02  During Employment.  During Employee's employment with CTFS,
                ------------------
Employee shall not, except on behalf of CTFS, the Bank or CLC, solicit, divert,
take away or accept the business of, or attempt to solicit, divert or take away
the business of, any of the customers, depositors or borrowers of CTFS, the Bank
or CLC for the purpose of performing the Business of Bank or Business of CLC for
such customers, depositors or borrowers.

     7.  NON-INTERFERENCE WITH PERSONNEL RELATIONS.
         ------------------------------------------

     Employee shall not, during his employment with CTFS  and for a period of
two (2) years after the termination of his employment with CTFS  for any reason,
knowingly solicit, entice or persuade any other employees or agents of CTFS, the
Bank or CLC (or of any of their subsidiaries or affiliates) to leave the
services of CTFS, the Bank or CLC (or such subsidiary or affiliate).

     8.  NOTIFICATION OF SUBSEQUENT EMPLOYMENT.
         --------------------------------------

     During a period of two (2) years after the termination of Employee's
employment with CTFS, Employee shall notify CTFS in writing, within thirty (30)
days after accepting employment with any other corporation, partnership,
association, person, organization or other entity, of the name and address of
Employee's new employer and Employee's functions with his new employer.

     9.  COVENANT NOT TO COMPETE.
         ------------------------

          9.01  General.  For purposes of this Section 9, CTFS, the Bank, CLC
                --------
and Employee conduct the following business in the following territories:

     (a) CTFS is engaged in the business of transacting business as a holding
company with (i) the Bank as its subsidiary bank which accepts deposits, makes
loans, cashes checks and otherwise engages in the business of banking and (ii)
CLC as its subsidiary industrial loan company which loans money in amounts of
$3,000 or less pursuant to the Georgia Industrial Loan Act (O.C.G.A. (S)7-3-1-et
                                                                              --
seq. (collectively, the "Business of CTFS").
---

                                      -7-
<PAGE>

     (b) CTFS (through the Bank and CLC) actively conducts the Business of CTFS
in the geographic areas of Georgia at the business locations of the Bank's and
CLC's offices set forth on Exhibit "A" to this Agreement, which Exhibit "A" is
                           -----------                          -----------
incorporated herein by this reference.

     (c) Employee has established business relationships and performs the duties
required of Employee under this Agreement in the geographic area covered by a
circle having a radius of twenty (20) miles from the main office location of the
Bank and a circle having a radius of fifteen (15) miles from the location of
each branch office of the Bank and each office of CLC, all as set forth on
Exhibit "A" to this Agreement, and will work exclusively in such areas while in
-----------
the employ of CTFS.

          9.02  Non-Competition.  Employee covenants and agrees that for a
                ----------------
period of one (1) year after the termination of his employment with CTFS  for
any reason, Employee shall not directly or indirectly, as principal, agent,
trustee, consultant or through the agency of any corporation, partnership,
association, trust or other entity or person, on Employee's own behalf or for
others, provide services that are the same as or similar to the services
provided by Employee under this Agreement to or for the benefit of any entity or
person conducting the Business of CTFS or the Business of Bank or the Business
of CLC within the geographic area covered by a circle having a radius of twenty
(20) miles from the location of the main office of the Bank and a circle having
a radius of fifteen (15) miles from the location of each branch office of the
Bank and each office of CLC, all as set forth on Exhibit "A" to this Agreement.
                                                 -----------

          9.03  Amendment of Exhibit "A".  Employee and CTFS shall periodically
                -------------------------
amend this Agreement by updating and initialing Exhibit "A" attached hereto so
                                                -----------
that it at all times lists the then current  location of (i) the Bank's main
office, (ii) each branch office of the Bank and (iii) each office of CLC.

     10.  TERMINATION.
          -----------

          10.01  Grounds for Termination.  This Agreement shall terminate prior
                 -----------------------
to the expiration of the initial Term set forth in Section 2 or any extension
thereof in the event that at any time during such initial Term or any extension
thereof:

          (a) CTFS shall give notice to Employee that CTFS is terminating this
Agreement without cause, which notice shall specify the effective date of
Employee's termination;

          (b) Employee shall die or the Board of Directors of CTFS shall
determine that Employee has become disabled (as defined in Section 10.02); or

          (c) The Board of Directors of CTFS shall determine that Cause exists.
"Cause" means (i) having been convicted under the laws of any governmental
jurisdiction of (A) a felony or (B) a criminal offense which is not a felony but

                                      -8-
<PAGE>

which has a material adverse effect on CTFS (or any of its subsidiaries or
affiliates)  or on the ability of Employee to carry out his duties hereunder
(provided, however, that in no event shall minor traffic violations constitute
"Cause"), (ii) having committed any action constituting theft or fraud against
CTFS (or any of its subsidiaries or affiliates), (iii) the breach of any of the
Employee's covenants or obligations hereunder, (iv) the knowing failure of the
Employee to follow specific directives of the Board of Directors of CTFS
consistent with Employee's duties or (v) the termination by Employee of his
employment hereunder prior to the expiration of the term of this Agreement,
unless such termination is pursuant to Section 10.01(d) or 10.01(e) hereof.

          (d) Employee shall determine that CTFS  has breached this Agreement in
any material respect (including, but not limited to, CTFS'  failure to make any
payment required under this Agreement), which breach is not cured by CTFS within
thirty (30) days after written notice of such breach is delivered to CTFS  by
the Employee.

          (e) Employee, within thirty (30) days following the occurrence of a
"Change in Control" (as defined in Section 10.03), notifies CTFS , in writing,
that he is electing to terminate this Agreement pursuant to this Section
10.01(e).

     Notwithstanding any termination of this Agreement, in consideration of his
employment hereunder to the date of such termination, to the extent specifically
provided for herein, the Employee shall remain bound by the provisions of this
Agreement which specifically relate to periods subsequent to the termination of
Employee's employment hereunder.

          10.02  "Disability" Defined.  The Board of Directors of CTFS may, in
                 --------------------
its discretion reasonably exercised, determine that Employee has become
disabled, for the purpose of Section 10.01(b) of this Agreement, in the event
that Employee shall fail, in one or more material respects, because of illness
or other physical or mental incapacity, to render services of the character
contemplated by this Agreement for an aggregate of more than ninety (90)
calendar days during any period of twelve (12) consecutive months.

          10.03  "Change in Control" Defined.  For purposes of this Agreement, a
                 ----------------------------
"Change in Control" shall be deemed to have occurred if more than fifty percent
(50%) of CTFS' outstanding common stock or equivalent in voting power of any
class or classes of outstanding securities of CTFS entitled to vote in elections
of its Directors, shall be acquired by any person or group of persons acting in
concert.  Additionally, a "Change in Control" shall be deemed to have occurred
if (i) more than fifty percent (50%) of the Bank's outstanding common stock or
equivalent in voting power of any class or classes of outstanding securities of
the Bank entitled to vote in elections of its Directors, shall be acquired by
any person or group of persons acting in concert or (ii) substantially all of
                                                 --
the assets of the Bank shall be sold to another person and (iii) at the time of
                                                       ---
the occurrence of (i) or (ii), Employee is serving as President and Chief
Executive Officer of the Bank.

                                      -9-
<PAGE>

          10.04  Surrender of Records and Property.  Upon the request of CTFS
                 ---------------------------------
and, in any event, upon termination of his employment with CTFS, Employee shall
deliver promptly to CTFS all records, manuals, books, blank forms, documents,
letters, memoranda, notes, notebooks, reports, data, tables, calculations or
copies thereof, which are the property of CTFS, the Bank or CLC (or any of their
subsidiaries of affiliates) and which relate in any way to the business,
products, practices or techniques of CTFS, the Bank or CLC (or any of their
subsidiaries or affiliates), and all other property, Trade Secrets and
Confidential Information of CTFS, the Bank or CLC (or any of their subsidiaries
or affiliates), including, but not limited to, all documents which in whole or
in part contain any Trade Secrets or Confidential Information of CTFS, the Bank
or CLC (or any of their subsidiaries or affiliates), which in any of these cases
are in his possession or under his control.

     11.  COMPENSATION UPON TERMINATION.
          -----------------------------

      (a) In the event this Agreement is terminated pursuant to Section
10.01(a), 10.01(d) or 10.01(e) hereof, Employee will receive a lump sum payment
equal to the "Severance Amount" (hereinafter defined), in addition to (i)
payment to Employee of semi-monthly installments of his then current Base Salary
through the effective date of termination and (ii) reimbursement of expenses
incurred by Employee in accordance with Section 4.05 hereof.  Additionally, in
the event this Agreement is terminated pursuant to Section 10.01(d) or 10.01(e)
hereof, Employee shall be entitled to receive any bonus, or pro rata portion
thereof, to which Employee may be entitled pursuant to Section 4.02 hereof,
provided that any such bonus shall be paid in accordance with Section 4.02, and
not upon Employee's termination, and provided, further, that Employee
acknowledges and agrees that Employee is not entitled to any such bonus, or pro
rata portion thereof, for the fiscal year in which this Agreement is terminated
if this Agreement is terminated pursuant to Section 10.01(a). For purposes of
this Section 11(a) "Severance Amount" shall mean an amount equal to the annual
Base Salary in effect on the date of termination.

     (b) In the event this Agreement is terminated pursuant to any provision
hereof other than Sections 10.01(a), 10.01(d) or 10.01(e), Employee shall not be
entitled to any compensation other than (i) semi-monthly installments of his
then current Base Salary accrued through the effective date of termination and
(ii) reimbursement of expenses incurred by Employee in accordance with Section
4.05 hereof, and all rights of Employee to further compensation shall thereupon
cease and be terminated.

     12.  ASSIGNMENT AND INUREMENT.  This Agreement shall enure to the benefit
          ------------------------
of and be binding upon the parties hereto and their respective heirs,
successors, administrators, and permitted assigns.  This is a personal service
contract and, except to the extent specifically contemplated hereby, may not be
assigned by Employee without the prior written consent of CTFS.

                                      -10-
<PAGE>

     13.  INJUNCTIVE RELIEF.  Employee agrees that it would be difficult to
          -----------------
compensate CTFS  fully for damages for any violation of the provisions of this
Agreement, including without limitation the provisions of Sections 5, 6, 7, 8, 9
and 10.04.  Accordingly, Employee specifically agrees that CTFS  shall be
entitled to temporary and permanent injunctive relief to enforce the provisions
of this Agreement.  This provision with respect to injunctive relief shall not,
however, diminish the right of CTFS  to claim and recover damages in addition to
injunctive relief.

     Notwithstanding anything in Section 15 hereof to the contrary, any party to
this Agreement may petition the Superior Court of Paulding County, Georgia for
temporary injunctive relief.  All disputes, controversies or claims arising out
of or related to this Agreement, other than a request for temporary injunctive
relief, shall be resolved in accordance with the provisions of Section 15
hereof.  The parties hereby agree that jurisdiction and venue for any action
seeking temporary injunctive relief pursuant to this Section 13 shall lie in the
Superior Court of Paulding County, Georgia.  The parties hereby agree, further,
that any temporary restraining order entered pursuant to this Section 13 shall
remain in effect until the dispute giving rise thereto is resolved pursuant to
the provisions of Section 15 and the parties agree to enter into any and all
consent orders required to maintain such temporary restraining order in effect
until such time.

     14.  MISCELLANEOUS.
          -------------

          14.01  Governing Law.  This Agreement is made under and shall be
                 -------------
governed by and construed in accordance with the laws of Georgia.

          14.02  Prior Agreements.  This Agreement contains the entire agreement
                 ----------------
of the parties relating to the subject matter hereof and supersedes all prior
agreements and understandings with respect to such subject matter, and the
parties hereto have made no agreements, representations or warranties relating
to the subject matter of this Agreement which are not set forth herein.

          14.03  Withholding Taxes.  CTFS  may withhold from any benefits
                 -----------------
payable under this Agreement all federal, state, city and other taxes as shall
be required pursuant to any law or governmental regulation or ruling.

          14.04  Amendments.  No amendment, modification or waiver of this
                 ----------
Agreement or any provision hereof shall be deemed effective unless made in
writing signed by the party against whom enforcement of the amendment,
modification or waiver is sought.  Any written waiver shall not be deemed a
continuing waiver unless specifically stated and shall operate only as to the
specific term or condition waived.

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<PAGE>

          14.05  Notices.  Any notice, request, demand or other document to be
                 -------
given hereunder shall be in writing, and shall be delivered personally or sent
by registered, certified or express mail or facsimile followed by mail as
follows:

                    If to CTFS:

                    1784 Atlanta Highway
                    Hiram, Georgia 30141
                    Attention: Chairman

                    If to Employee:

                    8008 Ponderosa Drive
                    Dallas, Georgia 30132



or to such other address as either party hereto may hereafter duly give to the
other.

          14.06  Severability.  To the extent any provision of this Agreement
                 ------------
shall be invalid or unenforceable, it shall be considered deleted herefrom and
the remainder of such provision and of this Agreement shall be unaffected and
shall continue in full force and effect.  In furtherance and not in limitation
of the foregoing, should the duration or geographical extent of, or business
activities covered by any provision of this Agreement be in excess of that which
is valid or enforceable under applicable law, then such provision shall be
construed to cover only that duration, extent or activities which may validly
and enforceably be covered.  Employee acknowledges the uncertainty of the law in
this respect and expressly stipulates that this Agreement be given the
construction which renders its provisions valid and enforceable to the maximum
extent (not exceeding its express terms) possible under applicable law.

     15.  ARBITRATION.  Any and all disputes, controversies or claims arising
          ------------
out of or related to this Agreement (other than a request for a temporary
restraining order pursuant to Section 13 hereof), shall be resolved by binding
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association ("AAA").  Judgement upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.  In the
event of any inconsistency between the provisions of this Section 15 and AAA's
Commercial Arbitration Rules, the provisions of this Section 15 shall govern.
Any party may initiate arbitration by serving written notice of its intention to
arbitrate on the other parties.  The venue of any such arbitration shall be
Atlanta, Georgia.  The arbitration panel shall consist of three arbitrators
selected as follows.  Within thirty (30) days following the date on which the
arbitration provision of this Section 15 is invoked by a party, Employee, on the
one hand, and CTFS , on the other, shall each select an arbitrator from a list
of arbitrators provided by AAA.  The lists from which Employee and CTFS  select

                                      -12-
<PAGE>

their respective arbitrators shall be identical.  If either Employee or CTFS
fails to select its arbitrator within the time required, the other shall be
entitled to select its arbitrator for it.  Within fifteen (15) days following
the selection of the last to be selected of the two (2) arbitrators, the two (2)
arbitrators so selected shall select a third arbitrator.  A preliminary
arbitration hearing shall be held within thirty (30) days following the
selection of the third arbitrator for the purpose of scheduling discovery and
the evidentiary hearing(s).  The first evidentiary hearing shall be held within
thirty (30) days following the preliminary hearing.  The arbitration panel shall
deliver its award in writing, including findings of facts, to the parties within
thirty (30) days following the final arbitration hearing.  Evidence and
testimony shall be admitted in accordance with the Federal Rules of Evidence.
The arbitration panel shall have authority to grant temporary or permanent
injunctive relief or other equitable remedies.  Each party shall bear its own
costs and expenses of the arbitration proceeding.


/s/ WAF         /s/ RA
----------      -------------
CTFS            Employee


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first set forth above.


                                    RONNIE AUSTIN



                                     /s/ Ronnie Austin
                                    -------------------------------------------



                                    COMMUNITY TRUST FINANCIAL
                                    SERVICES CORPORATION



                                    By /s/ W.A. Foster III
                                       ----------------------------------------
                                       Title: Chairman

                                      -13-
<PAGE>

                                 EXHIBIT "A"



Main Office Location of Bank

3844 Atlanta Highway
Hiram, Georgia 30141


Location of Bank Branch Offices

Dallas Office
100 Hardee Street
Dallas, Georgia 30132

Kroger Office
4215 Jimmy Lee Smith Parkway, Suite 4
Hiram, Georgia 30141

Brownsville Office
105 Brownsville Road, Suite 1
Powder Springs, Georgia 30073


Location of CLC Offices

Woodstock Office
702 South Main Street
Woodstock, Georgia 30188

Rockmart Office
1101A North Piedmont Avenue
Rockmart, Georgia 30153

Rossville Office
203 Chickamauga Avenue
Rossville, Georgia 30741

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