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                                                                     EXHIBIT 4.1

                            EUFAULA BANCCORP, INC.
                     DIRECTORS DEFERRED COMPENSATION PLAN

                                   ARTICLE I
                                  DEFINITIONS

         1.1      Bank shall mean Southern Bank of Commerce, First American Bank
of Walton County and any other bank which shall become a Subsidiary of the
Company.

         1.2      Bank Change in Control shall mean the following:

                  (a)    The Consummation of an acquisition by any Person of
                         Beneficial Ownership of 50% or more of the combined
                         voting power of the then outstanding Voting Securities
                         of the Bank; provided, however, that for purposes of
                         this Section 1.2, any acquisition by an employee, or
                         Group composed entirely of employees, any qualified
                         pension plan, any publicly held mutual fund or any
                         employee benefit plan (or related trust) sponsored or
                         maintained by the Bank or any corporation Controlled by
                         the Bank shall not constitute a Change in Control;

                  (b)    Consummation of a reorganization, merger or
                         consolidation of the Bank (a "Bank Business
                         Combination"), in each case, unless, following such
                         Bank Business Combination, the Bank Controls the
                         corporation surviving or resulting from such Bank
                         Business Combination; or

                  (c)    Consummation of the sale or other disposition of all or
                         substantially all of the assets of the Bank to an
                         entity which the Company does not Control.

         1.3      Beneficial Ownership shall mean beneficial ownership within
the meaning of Rule 13d-3 promulgated under the Exchange Act.

         1.4      Board of Directors shall mean the Board of Directors of the
Company.

         1.5      Business Combination shall mean a reorganization, merger or
consolidation or sale of the Company, or a sale of all or substantially all of
the Company's assets.

         1.6      Common Stock shall mean the Common Stock of the Company.

         1.7      Company shall mean Eufaula BancCorp, Inc.

         1.8      Company Change in Control shall mean any of the following:
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               (a)  The Consummation of an acquisition by any Person of
                    Beneficial Ownership of 20% or more of the Company's Voting
                    Securities; provided, however, that for purposes of this
                    subsection (a), the following acquisitions of the Company's
                    Voting Securities shall not constitute a Change in Control:

                    (i)     any acquisition directly from the Company,
                    (ii)    any acquisition by the Company,
                    (iii)   any acquisition by any employee benefit plan (or
                            related trust) sponsored or maintained by the
                            Company or any corporation controlled by the
                            Company,
                    (iv)    any acquisition by a qualified pension plan or
                            publicly held mutual fund,
                    (v)     any acquisition by an Employee or Group composed
                            exclusively of Employees, or
                    (vi)    any Business Combination which would not otherwise
                            constitute a Change in Control because of the
                            application of clauses (i), (ii) and (iii) of
                            Section 1.8(c).

               (b)  A change in the composition of the Company's board of
                    directors whereby individuals who constitute the Incumbent
                    Board cease for any reason to constitute at least a majority
                    of the Company's board of directors; or

               (c)  Consummation of a Business Combination, unless, following
                    such Business Combination, all of the following three
                    conditions are met:

                    (i)     all or substantially all of the individuals and
                            entities who held Beneficial Ownership,
                            respectively, of the Company's Voting Securities
                            immediately prior to such Business Combination
                            beneficially own, directly or indirectly, 65% or
                            more of the combined voting power of the Voting
                            Securities of the corporation surviving or resulting
                            from such Business Combination, (including, without
                            limitation, a corporation which as a result of such
                            transaction holds Beneficial Ownership of all or
                            substantially all of the Company's Voting Securities
                            or all or substantially all of the Company's assets)
                            (such surviving or resulting corporation to be
                            referred to as "Surviving Company"), in
                            substantially the same proportions as their
                            ownership, immediately prior to such Business
                            Combination, of the Company's Voting Securities;

                    (ii)    no Person (excluding any corporation resulting from
                            such Business Combination, any qualified pension
                            plan, publicly

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                            held mutual fund, Group composed exclusively of
                            employees or employee benefit plan (or related
                            trust) of the Company, its subsidiaries, or
                            Surviving Company) holds Beneficial Ownership,
                            directly or indirectly, of 20% or more of the
                            combined voting power of the then outstanding Voting
                            Securities of Surviving Company except to the extent
                            that such ownership existed prior to the Business
                            Combination; and

                    (iii)   at least a majority of the members of the board of
                            directors of Surviving Company were members of the
                            Incumbent Board at the earlier of the date of
                            execution of the initial agreement, or of the action
                            of the Company board of directors, providing for
                            such Business Combination.

         1.9   Company Matching Contribution shall mean the amounts credited to
Director's Deferred Compensation Account under Section 6.3.

         1.10  Compensation shall mean the compensation payable to the Directors
of the Company and of the Subsidiaries and shall include cash retainer fees,
meeting fees, and other compensation payable to the Directors.

         1.11  Compensation Committee shall mean the Compensation Committee
appointed by the Board of Directors of the Company.

         1.12  Compensation Payment Date shall mean the date on which
Compensation is payable to a Director or Compensation would otherwise be payable
to a Director if an election to defer such Compensation had not been made.

         1.13  Consummation shall mean the completion of the final act necessary
to complete a transaction as a matter of law, including, but not limited to, any
required approvals by the corporation's shareholders and board of directors, the
transfer of legal and beneficial title to securities or assets and the final
approval of the transaction by any applicable domestic or foreign governments or
agencies.

         1.14  Control shall mean, in the case of a corporation, Beneficial
Ownership of more than 50% of the combined voting power of the corporation's
Voting Securities, or in the case of any other entity, Beneficial Ownership of
more than 50% of such entity's voting equity interests.

         1.15  Deferred Stock Account shall mean the bookkeeping account
established under Section 7.1 on behalf of a Director and includes shares of
Common Stock credited thereto to reflect the reinvestment of dividends pursuant
to Section 7.1(a)(iii).

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         1.16  Deferred Stock Trust shall mean the Deferred Stock Trust for
Directors of the Company and its Subsidiaries.

         1.17  Director shall mean (a) a member of the Board of Directors of the
Company or its Subsidiaries including advisory directors of such entities and
(b) who is not an active employee of the Company or a Subsidiary.

         1.18  Distribution Election shall mean the designation by a Director of
the manner of distribution of the amounts and quantities held in the Director's
Deferred Stock Account upon the director's termination from the Board of
Directors of the Company and all Subsidiaries pursuant to Section 6.4.

         1.19  Exchange Act shall mean the Securities Exchange Act of 1934, as
amended.

         1.20  Group shall have the meaning set forth in Section 14(d) of the
Exchange Act.

         1.21  Incumbent Board shall mean those individuals who constitute the
Company Board of Directors as of December 31, 2000, plus any individual who
shall become a director subsequent to such date whose election or nomination for
election by the Company's shareholders was approved by a vote of at least 75% of
the directors then comprising the Incumbent Board. Notwithstanding the
foregoing, no individual who shall become a director of the Company Board of
Directors subsequent to December 31, 2000, whose initial assumption of office
occurs as a result of an actual or threatened election contest (within the
meaning of Rule 14a-11 of the regulations promulgated under the Exchange Act)
with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Company board of directors shall be a member of the Incumbent Board.

         1.22  Market Value shall mean the average of the high and low prices of
the Common Stock, as published in the Wall Street Journal in its report of
NASDAQ composite transactions, on the date such Market Value is to be
determined, as specified herein (or the average of the high and low sale prices
on the trading day immediately preceding such date if the Common Stock is not
traded on the NASDAQ on such date).

         1.23  Participant shall mean a Director or former Director who has an
unpaid Deferred Stock Account balance under the Plan.

         1.24  Person shall mean any individual, entity or group within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

         1.25  Preliminary Change in Control shall mean the occurrence of any of
the following as determined by the Compensation Committee:

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               (a)  The Company or a Bank has entered into a written agreement,
                    such as, but not limited to, a letter of intent, which, if
                    Consummated, would result in a Company Change in Control or
                    a Bank Change in Control, as the case may be;

               (b)  The Company, the Bank or any Person publicly announces an
                    intention to take or to consider taking actions which, if
                    Consummated, would result in a Company Change in Control or
                    a Bank Change in Control under circumstances where the
                    Consummation of the announced action or intended action is
                    legally and financially possible;

               (c)  Any Person becomes the Beneficial Owner of fifteen percent
                    (15%) or more of the Common Stock; or

               (d)  The Company Board of Directors or the board of directors of
                    the Bank has declared that a Preliminary Change in Control
                    has occurred.

         1.26  Subsidiary shall mean an entity as to which the Company owns
eighty percent (80%) or more of the Voting Securities and as of January 1, 2001,
includes Southern Bank of Commerce and First American Bank of Walton County and
which entity shall elect to sponsor the Plan for its Directors subject to the
approval of the Company.

         1.27  Trust Administrative Committee shall mean the committee that is
appointed by the Board of Directors to administer the Deferred Stock Trust.

         1.28  Voting Securities shall mean the outstanding voting securities of
a corporation entitling the holder thereof to vote generally in the election of
such corporation's directors

                                  ARTICLE II
                                    PURPOSE

         The Plan provides a method of deferring payment to a Director of his
Compensation as fixed from time to time until termination of his service on the
board and provides for a Company Matching Contribution for Compensation deferred
under the Plan.

                                  ARTICLE III
                                  ELIGIBILITY

         An individual who serves as a Director shall be eligible to participate
in the Plan.

                                  ARTICLE IV
                                ADMINISTRATION

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         The Plan shall be administered by the Compensation Committee of the
Board of Directors as appointed from time to time. The Compensation Committee
shall have the power to interpret the Plan and, subject to its provisions, to
make all determinations necessary or desirable for the Plan's administration.
The decisions, actions and records of the Committee shall be conclusive and
binding upon the Company and all persons having or claiming to have any right or
interest in or under the Plan. The Committee may delegate to such officers,
employees or departments of the Company such authority, duties and
responsibilities of the Committee as it, in its sole discretion, considers
necessary or appropriate for the proper and efficient operation of the Plan,
including, without limitation, (i) interpretation of the Plan, (ii) approval and
payment of claims, and (iii) establishment of procedures for administration of
the Plan.

                                   ARTICLE V
                                 PLAN PERIODS

         The first Plan Period shall commence the first day of the month which
begins at least thirty (30) days following the date a Director is elected to
that position. Said first Plan Period shall continue until the end of the
calendar year during which the Director was elected to that position and all
subsequent Plan Periods shall be on a calendar year basis.

                                  ARTICLE VI
             DEFERRAL ELECTIONS AND COMPANY MATCHING CONTRIBUTIONS

         6.1   Deferral Elections
               ------------------

               Prior to the beginning of a Plan Period, a Director may direct
         that payment of all or any portion of cash Compensation that otherwise
         would be paid to the Director for the Plan Period, be deferred in
         amounts as designated by the Director, and credited to a Deferred Stock
         Account. Upon the Director's termination from the Board of Directors,
         such deferred Compensation and accumulated investment return held in
         the Director's Deferred Stock Account shall be distributed to the
         Director in accordance with the Director's Distribution Election and
         the provisions of Article VIII.

         6.2   Elections
               ---------

               An election to defer Compensation is irrevocable unless a
         Director terminates participation or prior to the beginning of a Plan
         Period changes his election regarding future payments. A termination of
         participation shall become effective after being received by the
         Secretary of the Company and shall not affect amounts previously
         deferred. A termination of participation shall be effective only with
         respect to Compensation for services not performed. A Director's
         election shall continue from Plan Period to Plan Period unless the
         Director changes his election to defer Compensation paid in a future
         Plan Period prior to the beginning of such future Plan Period.

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     6.3  Company Matching Contribution
          -----------------------------

          The Company shall credit to the Deferred Compensation Account of each
     Director who shall elect to defer Compensation under this Plan a Company
     Matching Contribution equal to fifty percent (50%) of the first two hundred
     dollars ($200.00) contributed to the Plan by the Director each month. The
     amount credited under this Section 6.3 shall be considered to be fully
     vested at all times for purposes of determining benefits under this Plan.

     6.4  Distribution Election
          ---------------------

          (a)  Prior to the time a Director begins participation in the Plan,
               the Director may elect that upon termination from the Board of
               Directors shares of Common Stock (and any uninvested cash) held
               in the Director's Deferred Stock Account be distributed to the
               Director, pursuant to the provisions of Article VIII, in a lump
               sum distribution or in a series of annual or quarterly
               installments not to exceed five (5) years. The time for the
               commencement of distribution shall not be later than the first
               day of the month coinciding with or next following the second
               anniversary of termination of board membership on the board of
               directors of the Company and all Subsidiaries thereof.

          (b)  Except as provided below, with the approval of the Compensation
               Committee, a Director may amend a prior Distribution Election on
               a form prescribed by the Compensation Committee not prior to the
               390th day nor later than the 360th day prior to his termination
               of membership on the board of directors in order to change (a)
               the form, and/or (b) the time for commencement of the
               distribution of his Deferred Compensation Account in accordance
               with the terms of the Plan; provided, however, that any Director
               whose election is restricted by the Securities and Exchange Act
               of 1934, as amended, with respect to equity securities of the
               Company, shall not be permitted to amend his Distribution
               Election if such an amendment would result in liability under
               Section 16 of the Securities and Exchange Act of 1934, as
               amended. Any such amendment to a prior Deferral Election, as
               described in this Section 6.4(b), shall be contingent upon the
               Director's completion of his term of membership on the Board of
               Directors, except in the event of the disability or death of such
               Director.

     6.5  Beneficiary Designation
          -----------------------

          A Director or former Director may designate a beneficiary to receive
     distributions from the Plan in accordance with the provisions of Article
     VIII upon the death of the

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     Director. The beneficiary designation may be changed by a Director or
     former Director at any time, and without the consent of the prior
     beneficiary.

                                  ARTICLE VII
                                    ACCOUNT

     7.1  Deferred Stock Account
          ----------------------

          (a)  A Director's Deferred Stock Account will be credited:

               (i)  with the number of shares of Common Stock (rounded to the
                    nearest tenth of a share) determined by dividing the amount
                    of (A) cash Compensation subject to deferral under Section
                    6.1 or investment in the Deferred Stock Account plus (B) the
                    amount of the Company Matching Contribution under Section
                    6.3 by the average price paid by the Trustee of the Deferred
                    Stock Trust for shares of Common Stock with respect to the
                    Compensation Payment Date, as applicable, as reported by the
                    Trustee, or, if the Trustee shall not at such time purchase
                    any shares of Common Stock, by the Market Value on such
                    date; and

               (ii) as of each date on which dividends are paid on the Common
                    Stock, with the number of shares of Common Stock (rounded to
                    the nearest ten thousandth of a share) determined by
                    multiplying the number of shares of Common Stock credited in
                    the Director's Deferred Stock Account on the dividend record
                    date, by the dividend rate per share of Common Stock, and
                    dividing the product by the price per share of Common Stock
                    attributable to the reinvestment of dividends on the shares
                    of Common Stock held in the Deferred Stock Trust on the
                    applicable dividend payment date or, if the Trustee of the
                    Deferred Stock Trust has not reinvested in shares of Common
                    Stock on the applicable dividend reinvestment date, the
                    product shall be divided by the Market Value on the dividend
                    payment date.

          (b)  If the Company enters into transactions involving stock splits,
               stock dividends, reverse splits or any other recapitalization
               transactions, the number of shares of Common Stock credited to a
               Director's Deferred Stock Account will be adjusted (rounded to
               the nearest ten thousandth of a share) so that the Director's
               Deferred Stock Account reflects the same equity percentage
               interest in the Company after the recapitalization as was the
               case before such transaction.

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          (c)  If at least a majority of the Company's stock is sold or
               exchanged by its shareholders pursuant to an integrated plan for
               cash or property (including stock of another corporation) or if
               substantially all of the assets of the Company are disposed of
               and, as a consequence thereof, cash or property is distributed to
               the Company's shareholders, each Director's Deferred Stock
               Account will, to the extent not already so credited under this
               Section 7.1, be (i) credited with the amount of cash or property
               receivable by a shareholder of the Company directly holding the
               same number of shares of Common Stock as is credited to such
               Director's Deferred Stock Account and (ii) debited by that number
               of shares of Common Stock surrendered by such equivalent
               shareholder of the Company.

          (d)  Each Director who has a Deferred Stock Account also shall be
               entitled to provide directions to the Committee to cause the
               Committee to similarly direct the Trustee of the Deferred Stock
               Trust to vote, on any matter presented for a vote to the
               shareholders of the Company, that number of shares of Common
               Stock held by the Deferred Stock Trust equivalent to the number
               of shares of Common Stock credited to the Director's Deferred
               Stock Account. The Committee shall arrange for distribution to
               all Directors in a timely manner of all communications directed
               generally to the shareholders of the Company as to which their
               votes are solicited.

     7.2  Reports
          -------

          After the end of each Plan Period, a report shall be issued to each
     Director with an Account which shall set forth the activity in the Account
     for the prior Plan Period and the value of the Account as of the end of
     such Plan Period.

     7.3  Separate Accounting
          -------------------

          The Company shall establish and maintain separate Accounts for the
     Company and each Subsidiary and their respective Participants. Such
     separate accounting is intended to comply with Section 404(a)(5) of the
     Internal Revenue Code and Section 1.404(a) - 12 of the Treasury Regulations
     (which provide that an Employer can deduct the amounts contributed to a
     nonqualified plan in the taxable year in which an amount attributable to
     the contribution is includable in the gross income of employees
     participating in the plan, but, in the case of a plan in which more than
     one employee participates only if separate accounts are maintained for each
     employee).

                                 ARTICLE VIII
                                 DISTRIBUTIONS

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     8.1  Form of Payments
          ----------------

          Upon termination of a Director's membership on the Board, the amount
     credited to a Director's Deferred Stock Account will be paid to the
     Director or his beneficiary. The amount credited to his Deferred Stock
     Account shall, except as otherwise provided in Section 7.1(c), Article 9,
     or to the extent the Company is otherwise, in the reasonable judgment of
     the Committee, precluded from doing so, be paid in shares of Common Stock
     (with any fractional share interest therein paid in cash to the extent of
     the then Market Value thereof). Such payments shall be from the general
     assets of the Company (including the Deferred Stock Trust) in accordance
     with this Article VIII.

     8.2  Type of Payments
          ----------------

          Deferred amounts shall be paid in the form of (i) a lump sum payment,
     or (ii) in approximately equal annual or quarterly installments, as elected
     by the Director pursuant to the provision of Section 6.4. Such payments
     shall be made (or shall commence) as soon as practicable following the
     termination of board membership on the board of directors of the Company
     and all Subsidiaries or, if so elected in the Distribution Election, up to
     twenty-four (24) months following such termination.

          In the event a Director elected to receive the balance of his Deferred
     Stock Account in a lump sum, distribution shall be made on the first day of
     the month selected by the Director on his Distribution Election, or as soon
     as reasonably possible thereafter. If the Director elected to receive
     annual or quarterly installments, the first payment shall be made on the
     first day of the month selected by a Director, or as soon as reasonably
     possible thereafter, and shall be equal to the balance in the Director's
     Deferred Stock Account on such date divided by the number of annual or
     quarterly installment payments. Each subsequent annual or quarterly payment
     shall be an amount equal to the balance in the Director's Deferred Stock
     Account on the date of payment divided by the number of remaining annual or
     quarterly payments and shall be paid on the anniversary of the preceding
     date of payment. Notwithstanding a Director's election to receive his
     Deferred Stock Account balance in installments, the Compensation Committee,
     upon request of the Director and in its sole discretion, may accelerate the
     payment of any such installments for cause, such as financial hardship or
     financial emergency.

     8.3  Death of Director
          -----------------

          Upon the death of a Director, or a former Director prior to the
     payment of all amounts credited to the Director's Deferred Stock Account,
     the unpaid balance shall be paid (i) in a lump sum to the designated
     beneficiary of such Director or former Director within thirty (30) days of
     the death (or as soon as reasonably possible thereafter) or (ii) in
     accordance with the Distribution Election made by such Director or former
     Director. In the event a beneficiary designation has not been made, or the
     designated beneficiary

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     is deceased or cannot be located, payment shall be made to the estate of
     the Director or former Director. Notwithstanding a Director's election to
     receive his Deferred Stock Account balance in installments, the
     Compensation Committee, upon request of the legal representative of the
     Director's estate and in its sole discretion, may accelerate the payment of
     any such installments for cause, such as financial hardship or financial
     emergency.

     8.4  Change of Beneficiary Designation
          ---------------------------------

          The beneficiary designation referred to above may be changed by a
     Director or former Director at any time, and without the consent of the
     prior beneficiary, on a form to be provided by the Company.


                                  ARTICLE IX
                CHANGE IN CONTROL AND OTHER SPECIAL PROVISIONS

     9.1  Notwithstanding any other terms of the Plan to the contrary, following
a Company Change in Control or a Bank Change in Control, the provisions of this
Article IX shall apply to the payment of benefits under the Plan with respect to
any Director who is a Participant on such date.

     9.2  The Deferred Stock Trust ("Trust") has been established to hold assets
of the Company under certain circumstances as a reserve for the discharge of the
Company's obligations under the Plan. In the event of a Preliminary Change in
Control of the Company or the Bank, the Company shall be obligated to
immediately contribute such amounts to the Trusts as may be necessary to fully
fund all benefits payable under the Plan in accordance with the procedures set
forth in Section 9.3 hereof. In addition, in order to provide the added
protections for certain individuals in accordance with Paragraph 7(c) of the
Deferred Stock Trust, the Company may fund the Trust prior to a Preliminary
Change in Control of the Company or the Bank in accordance with the terms of the
Trust. All assets held in the Trust remain subject only to the claims of the
Company's and the Bank's general creditors whose claims against the Company and
the Bank are not satisfied because of bankruptcy or insolvency (as those terms
are defined in the Trust). No Participant has any preferred claim on, or
beneficial ownership interest in, any assets of the Trust before the assets are
paid to the Participant and all rights created under the Trust, as under the
Plan, are unsecured contractual claims of the Participant against the Company
and the Bank. The Company shall be entitled at any time, and from time to time
in its sole discretion to substitute assets of at least equal fair market value
for any assets in the Trust.

     9.3  As soon as practicable following either a Preliminary Change in
Control of the Company or of the Bank, pursuant to the funding strategy adopted
by the Trust Administrative Committee, the Company shall instruct its actuarial
consultant to direct the calculation of the contribution necessary to fulfill
the Company's obligations pursuant to this Article IX. In the event of a dispute
over such actuary's determination, the Company and any complaining

                                       11
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Participant(s) shall refer such dispute to an independent, third party actuarial
consultant, chosen by the Company and such Participant. If the Company and the
Participant cannot agree on an independent, third party actuarial consultant,
the actuarial consultant shall be chosen by lot from an equal number of
actuaries submitted by the Company and the Trustee. Any such referral shall only
occur once in total and the determination by the third-party actuarial
consultant shall be final and binding upon both parties. The Company shall be
responsible for all of the fees and expenses of the independent actuarial
consultant.

     9.4  In the event of a Company Change in Control or a Bank Change in
Control, notwithstanding anything to the contrary in the Plan, upon termination
as a Director of the Company or of a Bank affected by such Change of Control,
that amount in the Deferred Stock Account of a Participant who was a Director
affected by such Change of Control determined as of such Change in Control shall
be paid out in a lump sum if such Participant makes an election pursuant to
procedures established by the Trust Administrative Committee, in its sole and
absolute discretion.

                                   ARTICLE X
                                 MISCELLANEOUS

     10.1  No Assignment of Benefits
           -------------------------

     No Director or Beneficiary shall have any right to sell, assign, transfer,
encumber or otherwise convey the right to receive payment of any benefit payable
hereunder, which payment and the right thereto are expressly declared to be
nonassignable and nontransferable. Any attempt to do so shall be null and void
and of no effect.

     10.2  Source of Benefit Payments
           --------------------------

     The Company shall not reserve or otherwise set aside funds for the payment
of its obligations hereunder, which obligations will be paid from the general
assets of the Company. The Plan constitutes a mere promise by the Company and
the Subsidiaries to make payments to Participants in the future. Notwithstanding
that a Director shall be entitled to receive the entire amount in his Deferred
Stock Account as provided in Article VIII, any amounts credited to a Director's
Account to be paid to such Director shall at all times be subject to the claims
of the creditors of the Company and its Subsidiaries. Subject to the
restrictions of the preceding sentence, the Company, in its sole discretion, may
establish one or more grantor trusts described in Treasury Regulations ss.
1.677(a)-1(d) to hold shares of Common Stock to pay amounts under this Plan,
provided that the assets of such trust shall be required to be used to satisfy
the claims of the Company and its Subsidiaries general creditors in the event of
the Company's or a Subsidiary's bankruptcy or insolvency. Any funds invested
hereunder allocable to the Company or to a Subsidiary shall continue for all
purposes to be part of the respective general assets of the Company or
Subsidiary and available to the general creditors of the Company or Subsidiary
in the event of a bankruptcy

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or insolvency of the Company or Subsidiary. The Company shall notify the Trustee
and the Participants of such bankruptcy or insolvency of the Company or
Subsidiary.

     10.3  Reserve Accruals
           ----------------

     In the event that the Company shall decide to establish an advance accrual
reserve on its books against the future expense of payments from any Deferred
Stock Account, such reserve shall not under any circumstances be deemed to be an
asset of this Plan but, at all times, shall remain a part of the general assets
of the Company, subject to claims of the Company's creditors.

     10.4  Status of Participants as General Creditors
           -------------------------------------------

     A person entitled to any amount under this Plan shall be a general
unsecured creditor of the Company with respect to such amount. Furthermore, a
person entitled to a payment or distribution with respect to a Deferred Stock
Account, shall have a claim upon the Company only to the extent of the balance
in his Deferred Stock Account.

     10.5  Plan Expenses
           -------------

     All commissions, fees and expenses that may be incurred in operating the
Plan and any related trust established in accordance with Section 9.2 herein
(including the Directors' Stock Trust) will be paid by the Company or its
affiliates.

     10.6  Compliance with Securities Rules
           --------------------------------

     Notwithstanding any other provision of this Plan: (i) elections under this
Plan may only be made by Directors while they are directors of the Company;
(with the exception of the designation of beneficiaries) and (ii) distributions
otherwise payable to a Director in the form of Common Stock shall be delayed
and/or instead paid in cash in an amount equal to the fair market value thereof
if such payment in Common Stock would violate any federal or State securities
laws (including Section 16(b) of the Securities Exchange Act of 1934, as
amended) and/or rules and regulations promulgated thereunder.

     10.7  Amendment and Termination of Plan
           ---------------------------------

     The Board of Directors may terminate the Plan at any time or may, from time
to time, amend the Plan; provided, however, that no such amendment or
termination shall impair any rights to payments which had been deferred under
the Plan prior to the termination or amendment.

     10.8  Applicable Law
           --------------

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     This Plan shall be construed in accordance with and governed by the laws of
the State of Alabama.

     IN WITNESS WHEREOF, the Plan, as amended and restated effective as of
January 1, 2001, has been executed pursuant to resolutions of the Board of
Directors of Eufaula BancCorp, Inc., this _______ day of __________________,
2000.

                                                    EUFAULA BANCCORP, INC.

                                               By:  ________________________

                                               Its: ________________________

Attest:

By:  ____________________________________

Its: ____________________________________


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