EMPLOYMENT AGREEMENT

     THIS AGREEMENT is made as of the  8th  day of September, 2003, by and among
FLINT RIVER BANCSHARES, INC., a bank holding company incorporated under the laws
of  the  State  of  Georgia  (the "Company" or the "Employer") and WILLIAM JERRY
KENNEDY,  a  resident  of  the  State  of  Georgia  (the  "Executive").

                                    RECITALS:

     The  Employer  desires  to employ the Executive as President of the Company
and  the  Executive  desires  to  accept  such  employment.

     At  such  time  as  the  Flint  River  National  Bank  (Proposed)  receives
preliminary  approval  of  its  regulatory  charter  from  its  primary  federal
regulator,  the Company intends to cause Flint River National Bank (Proposed) to
employ  the  Executive  as  its  President on terms and conditions substantially
similar  to  those  set  forth  herein.

     In  consideration  of  the  above  premises  and  the  mutual  agreements
hereinafter  set  forth,  the  parties  hereby  agree  as  follows:

1.     DEFINITIONS.  Whenever  used  in  this Agreement, the following terms and
       -----------
their variant forms shall have the meaning set forth below:

     1.1     "AGREEMENT" shall mean this Agreement and any exhibits incorporated
              ---------
herein  together with any amendments hereto made in the manner described in this
Agreement.

     1.2     "AREA"  shall  mean  the  geographic  area within the boundaries of
              ----
Mitchell County, Georgia.  It is the express intent of the parties that the Area
as defined herein is the area where the Executive performs services on behalf of
the  Employer  under  this  Agreement  as  of  the  Opening  Date.

     1.3     "BANK"  shall  mean  Flint  River  National  Bank  (Proposed).
              ----

     1.4     "BUSINESS OF THE EMPLOYER" shall mean the business conducted by the
              ------------------------
Employer, which is the business of commercial banking.

     1.5     "CAUSE"  shall  mean:
              -----

          1.5.1     With  respect  to  termination  by  the  Employer:

               (a)     A  material  breach of the terms of this Agreement by the
          Executive,  including, without limitation, failure by the Executive to
          perform  his  duties  and  responsibilities  in  the manner and to the
          extent  required under this Agreement, which remains uncured after the
          expiration  of  thirty  (30)  days  following  the delivery of written
          notice  of  such  breach to the Executive by the Employer. Such notice
          shall  (i)  specifically  identify the duties that the Chief Executive
          Officer  of  the


<PAGE>
          Employer  believes  the Executive has failed to perform and (ii) state
          the  facts  upon  which  such  determination  is  made;

               (b)     Conduct  by  the  Executive  that  amounts  to  fraud,
          dishonesty, disloyalty or willful misconduct in the performance of his
          duties  and  responsibilities  hereunder;

               (c)     Conviction  of  the  Executive during the Term of a crime
          involving  breach  of  trust  or  moral  turpitude  or  any  felony;

               (d)     Conduct  by  the  Executive  that  amounts  to  gross and
          willful  insubordination  or  inattention  to  his  duties  and
          responsibilities  hereunder;  or

               (e)     Conduct by the Executive that results in removal from his
          position  as  an  officer  or  executive of the Employer pursuant to a
          written  order by any regulatory agency with authority or jurisdiction
          over  the  Employer.

          1.5.2     With respect to termination by  the  Executive,  a  material
     diminution  in  the  powers,  responsibilities  or  duties of the Executive
     hereunder  or  a  material  breach  of  the  terms of this Agreement by the
     Employer,  which  remains  uncured after the expiration of thirty (30) days
     following  the delivery of written notice of such breach to the Employer by
     the  Executive.

     1.6     "CHANGE  OF  CONTROL"  means  any  one  of  the  following  events:
              -------------------

          (a)     the  acquisition by any person or persons acting in concert of
     the  then  outstanding  voting  securities  of  the  Employer if, after the
     transaction,  the  acquiring  person  or persons owns controls or holds the
     power  to  vote  thirty  percent  (30%)  or  more  of  any  class of voting
     securities  of  the  Employer;

          (b)     within  any  twelve-month  period  (beginning  on or after the
     Opening  Date),  the persons who were directors of the Employer immediately
     before  the  beginning  of  such  twelve-month  period  (the  "Incumbent
     Directors")  shall cease to constitute at least a majority of such Board of
     Directors;  provided  that  any  director  who was not a director as of the
     beginning  of  such  twelve-month period shall be deemed to be an Incumbent
     Director if that director were elected to such Board of Directors by, or on
     the  recommendation  of or with the approval of, at least two-thirds of the
     directors  who  then qualified as Incumbent Directors; and provided further
     that  no  director whose initial assumption of office is in connection with
     an  actual  or  threatened  election  contest  relating  to the election of
     directors  shall  be  deemed  to  be  an  Incumbent  Director;

          (c)     a  reorganization,  merger,  share  exchange  combination  or
     consolidation,  with  respect to which persons who were the stockholders of
     the  Employer  immediately  prior  to  such  reorganization,  merger, share
     exchange  combination  or consolidation do not, immediately thereafter, own
     more than fifty percent (50%) of the combined voting power


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<PAGE>
     entitled  to  vote in the election of directors of the reorganized, merged,
     combined  or  consolidated company's then outstanding voting securities; or

          (d)     the  sale,  transfer or assignment of all or substantially all
     of the assets of the Employer to any third party.

     1.7     "CONFIDENTIAL  INFORMATION"  means data and information relating to
              -------------------------
the  business  of  the  Employer  (which  does not rise to the status of a Trade
Secret)  which  is  or  has  been  disclosed  to  the  Executive or of which the
Executive  became  aware  as  a  consequence  of  or  through  the  Executive's
relationship  to  the  Employer  and  which has value to the Employer and is not
generally  known to its competitors.  Confidential Information shall not include
any data or information that has been voluntarily disclosed to the public by the
Employer  (except  where  such  public disclosure has been made by the Executive
without authorization) or that has been independently developed and disclosed by
others, or that otherwise enters the public domain through lawful means.

     1.8     "DISABILITY"  shall  mean the inability of the Executive to perform
              ----------
each  of  his  material  duties  under  this  Agreement  for the duration of the
short-term  disability  period  under  the  Employer's  policy then in effect as
certified by a physician chosen by the Employer and reasonably acceptable to the
Executive.

     1.9     "EFFECTIVE  DATE"  shall  mean  December  9,  2002.
              ---------------

     1.10     "EMPLOYER  INFORMATION"  means  Confidential Information and Trade
               ---------------------
Secrets.

     1.11     "INITIAL  TERM"  shall  mean that period of time commencing on the
               -------------
Effective  Date  and  running  until the earlier of the close of business on the
last  business  day immediately preceding the third anniversary of the Effective
Date  or  any  earlier  termination  of  employment  of the Executive under this
Agreement  as  provided  for  in  Section  3.

     1.12     "OPENING  DATE"  shall  mean the date the Bank opens for business.
               -------------

     1.13     "TERM"  shall  mean  the  Initial  Term and all subsequent renewal
               ----
periods.

     1.14     "TRADE  SECRETS"  means  Employer  information  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:

          (a)     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

          (b)     is  the  subject  of  efforts  that  are  reasonable under the
     circumstances  to  maintain  its  secrecy.


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<PAGE>
2.     DUTIES.
       ------

     2.1     POSITION.  The  Executive  is employed as President of the Employer
             --------
and,  subject  to  the direction of the Chief Executive Officer of the Employer,
shall perform and discharge well and faithfully the duties which may be assigned
to  him  from time to time by the Chief Executive Officer in connection with the
conduct  of  the  Employer's  business.  The  duties and responsibilities of the
Executive  are  set  forth  on Exhibit "A" attached hereto.  At such time as the
                               -----------
Bank  receives  preliminary  approval of its regulatory charter from its primary
federal  regulator,  the Company shall cause the Bank to employ the Executive as
its  President  The  terms and conditions of the Executive's employment with the
Bank  shall be reflected by an amendment to this Agreement pursuant to which the
Bank  shall  become  a  party  hereto.

     2.2     FULL-TIME  STATUS.  In  addition to the duties and responsibilities
             -----------------
specifically  assigned  to  the  Executive  pursuant  to Section 2.1 hereof, the
Executive  shall:

          (a)     devote  substantially all of his time, energy and skill during
     regular  business  hours to the performance of the duties of his employment
     (reasonable  vacations and reasonable absences due to illness excepted) and
     faithfully  and  industriously  perform  such  duties;

          (b)     diligently  follow  and  implement  all  reasonable and lawful
     management  policies  and  decisions  communicated  to  him  by  the  Chief
     Executive  Officer  of  the  Employer;  and

          (c)     timely  prepare  and forward to the Chief Executive Officer of
     the  Employer  all  reports  and  accountings  as  may  be requested of the
     Executive.

     2.3     PERMITTED  ACTIVITIES.   The  Executive  shall  devote  his  entire
             ---------------------
business  time, attention and energies to the Business of the Employer and shall
not  during the Term be engaged (whether or not during normal business hours) in
any  other  business  or  professional activity, whether or not such activity is
pursued  for  gain,  profit  or other pecuniary advantage; but this shall not be
construed  as  preventing  the  Executive  from:

          (a)     investing  his personal assets in businesses which (subject to
     clause  (b) below) are not in competition with the Business of the Employer
     and  which  will  not  require any services on the part of the Executive in
     their operation or affairs and in which his participation is solely that of
     an  investor;

          (b)     purchasing  securities  in  any corporation, the securities of
     which  are regularly traded provided that such purchase shall not result in
     him  collectively owning beneficially at any time five percent (5%) or more
     of  the  equity securities of any business in competition with the Business
     of  the  Employer;  and

          (c)     participating  in  civic  and  professional  affairs  and
     organizations  and  conferences, preparing or publishing papers or books or
     teaching so long as the Chief


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<PAGE>
     Executive  Officer  of  the Employer approves in writing of such activities
     prior  to  the  Executive's  engaging  in  them.

3.     TERM  AND  TERMINATION.
       ----------------------

     3.1     TERM.     This  Agreement  shall  remain  in  effect  for the Term.
             ----
Commencing with the first day of the Initial Term, the Term shall renew each day
such  that  the Term remains a three-year term from day-to-day thereafter unless
either  party  gives  written  notice to the other of its or his intent that the
automatic  renewals  shall  cease.  In  the  event such notice of non-renewal is
properly  given,  this  Agreement  and  the Term shall expire on the third (3rd)
anniversary  of  the thirtieth (30th) day following the date such written notice
is  received.

     3.2     TERMINATION.  During  the  Term,  the  employment  of the Executive
             -----------
under this Agreement may be terminated only as follows:

          3.2.1     By  the  Employer:

               (a)     In  the  event  that  the  Bank  fails  to  receive  its
          regulatory  charter,  or  the  Employer  fails  to raise the necessary
          capital  required to open the Bank, and should the Employer's Board of
          Directors  decide  to  forgo future efforts to open the Bank, in which
          event  the  Employer  shall  be  required  to  continue  to  meet  its
          obligation  to the Executive under Section 4.1 at the Base Salary rate
          that  would  have  become effective as of the Opening Date for six (6)
          months  following  the  effective  date  of  termination;

               (b)     For  Cause, upon written notice to the Executive pursuant
          to  Section  1.5.1  hereof,  in which event the Employer shall have no
          further  obligation  to  the  Executive  except for the payment of any
          amounts  due  and  owing  under  Section  4  on  the effective date of
          termination;

               (c)     Without  Cause  at  any  time, provided that the Employer
          shall give the Executive thirty (30) days' prior written notice of its
          intent  to terminate, in which event the Employer shall be required to
          continue to meet its obligation to the Executive under Section 4.1 for
          six  (6)  months  following  the  effective  date  of  termination;

               (d)     Upon  the  Disability  of  the  Executive  at  any  time,
          provided  that the Employer shall give the Executive thirty (30) days'
          prior  written  notice of its intent to terminate, in which event, for
          six  (6)  months  following the effective date of termination or until
          the Executive begins receiving payments under the long-term disability
          policy maintained for the employees of the Employer, if any, whichever
          occurs  first,  the Employer shall be required to continue to meet its
          obligations  to  the  Executive  under  Section  4.1;  or

               (e)     In  the event that the primary regulator for the Employer
          object  to  the  Executive's  service as President of the Employer, in
          which  event  the  Employer


                                        5
<PAGE>
          shall  be required to continue to meet its obligation to the Executive
          under  Section  4.1 for six (6) months following the effective date of
          termination.

          3.2.2     By  the  Executive:

               (a)     For  Cause,  upon written notice to the Employer pursuant
          to Section 1.5.2 hereof, in which event the Employer shall be required
          to  continue to meet its obligation to the Executive under Section 4.1
          for  six  (6)  months  following the effective date of termination; or

               (b)     Without Cause, provided that the Executive shall give the
          Employer  sixty  (60)  days'  prior  written  notice  of his intent to
          terminate,  in  which  event  the  Employer  shall  have  no  further
          obligation  to the Executive except for payment of any amounts due and
          owing  under  Section  4  on  the  effective  date of the termination.

          3.2.3     At  any  time upon mutual, written agreement of the parties,
     in  which  event  the  Employer  shall  have  no  further obligation to the
     Executive  except  for  payment of amounts due and owing under Section 4 on
     the  effective  date  of  termination.

          3.2.4     Notwithstanding  anything in this Agreement to the contrary,
     the Term shall end automatically upon the Executive's death, in which event
     the  Employer  shall  have  no further obligation to the Executive's estate
     except  for payment of amounts due and owing under Section 4 on the date of
     the  Executive's  death.

     3.3     CHANGE OF CONTROL.  If, within six (6) months following a Change of
             -----------------
Control,  the  Executive  terminates his employment with the Employer under this
Agreement  for  Cause  or the Employer terminates Executive's employment without
Cause,  the  Executive,  or in the event of his subsequent death, his designated
beneficiaries  or  his  estate, as the case may be, shall receive, as liquidated
damages,  in lieu of all other claims, a lump sum severance payment equal to the
amount  of  the  Executive's  current  Base  Salary that would be payable over a
period  equal  to six (6) months following the effective date of termination, to
be  paid  in  full  on the last day of the month following the effective date of
termination.  In  no  event  shall  the payment(s) described in this Section 3.3
exceed  the  amount  permitted  by Section 280G of the Internal Revenue Code, as
amended  (the "Code").  Therefore, if the aggregate present value (determined as
of  the  date  of  the  Change  of  Control in accordance with the provisions of
Section  280G  of the Code) of both the severance payment and all other payments
to  the Executive in the nature of compensation which are contingent on a change
in  ownership  or  effective  control  of  the Employer or in the ownership of a
substantial  portion  of  the assets of the Employer (the "Aggregate Severance")
would  result  in  a  "parachute  payment," as defined under Section 280G of the
Code,  then the Aggregate Severance shall not be greater than an amount equal to
2.99  multiplied  by  Executive's  "base amount" for the "base period," as those
terms  are  defined  under Section 280G of the Code.  In the event the Aggregate
Severance  is required to be reduced pursuant to this Section 3.3, the Executive
shall  be entitled to determine which portions of the Aggregate Severance are to
be  reduced so that the Aggregate Severance satisfies the limit set forth in the
preceding  sentence.  Notwithstanding  any  provision  in this Agreement, if the
Executive  may exercise his right to


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<PAGE>
terminate  employment  under  this  Section  3.3  or under Section 3.2.2(a), the
Executive  may  choose  which  provision  shall  be  applicable.

     3.4     EFFECT  OF  TERMINATION.  Upon  termination  of  the  Executive's
             -----------------------
employment  hereunder  for  any  reason,  the  Employer  shall  have  no further
obligations  to  the  Executive  or  the Executive's estate with respect to this
Agreement,  except  for  the payment of any amounts accrued or otherwise due and
owing  under  Section  4  hereof  and  unpaid  as  of  the effective date of the
termination  of employment and payments set forth in Sections 3.2.1(a), (c), (d)
and  (e),  Section  3.2.2(a),  or  Section  3.3,  as  applicable.

4.     COMPENSATION.  The  Executive  shall  receive  the  following  salary and
       ------------
benefits during the Term, except as otherwise provided below:

     4.1     BASE  SALARY.
             ------------

          (a)     The  Executive  shall be compensated at an annual base rate of
     $66,000  (the  "Base Salary"). The Base Salary will be increased to $80,000
     on  the  Opening Date. The Executive's Base Salary shall be reviewed by the
     Board  of  Directors  of  the Employer at least annually, and the Executive
     shall  be  entitled to receive annually an increase in such amount, if any,
     as  may  be determined by the Board of Directors based on its evaluation of
     the  Executive's  performance.  Base  Salary shall be payable in accordance
     with  the  Employer's  normal  payroll  practices.

          (b)     As  soon  as practicable after the Opening Date, the Executive
     shall  be  eligible  to  receive  a one-time salary adjustment payment (the
     "Salary Adjustment Payment") in an amount equal to $1,167 multiplied by the
     number  of  months  (full  and  partial)  in  the  period  beginning on the
     Effective  Date  and  ending  on  the  Opening  Date. The Salary Adjustment
     Payment  will be payable in a lump sum cash payment within thirty (30) days
     following  the  Opening  Date.

     4.2     INCENTIVE COMPENSATION.  Beginning on or after the Opening Date the
             ----------------------
Executive  shall  be  eligible to receive annual bonus compensation (the "Annual
Bonus")  in an amount up to five percent (5%) of the pre-tax income of the Bank.
The  bonus  amount shall be determined based on performance goals established by
the  Board  of  Directors of the Employer; provided, however, that the Executive
shall  only  be entitled to an Annual Bonus if the Bank has a CAMELS rating of 1
or  2  for the year to which the Annual Bonus relates.  Any Annual Bonus will be
payable  within ninety (90) days following the last day of the calendar year for
which  such  Annual  Bonus  is  earned.

     4.3     STOCK  OPTIONS.  As  soon  as practicable after the Effective Date,
             --------------
the  Employer  will  establish  a  stock  incentive  plan  and will grant to the
Executive an incentive stock option to purchase a number of shares that does not
exceed  five percent (5%) of the number of shares sold in the Employer's initial
offering  of  its  stock.  The option will be issued by the Employer pursuant to
the  Employer's stock incentive plan and subject to the terms of a related stock
option  agreement.


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<PAGE>
     4.4     AUTOMOBILE.  Beginning  as of the Effective Date, the Employer will
             ----------
provide the Executive with a monthly automobile allowance not to exceed $300 per
month.  Beginning  as  of  the  Opening  Date,  the  Employer  will  provide the
Executive  with  an  automobile  of  a  make  and  model to be determined by the
Employer  with  a  value not to exceed $25,000.  The Employer will reimburse the
Executive for expenses associated with the operation, maintenance and repair for
the automobile.  Not less frequently than once annually, the Executive will make
a  good  faith  allocation  between business and personal use of such vehicle as
required  by  the  Internal  Revenue  Service  guidelines.

     4.5     HEALTH  INSURANCE.  The  Employer  will reimburse the Executive for
             -----------------
the cost of premium payments paid by the Executive for COBRA continuation health
and  dental  insurance  coverage  covering  the Executive and the members of his
immediate family as offered by the Executive's prior employer until such time as
the Executive and the members of his immediate family are no longer eligible for
COBRA  continuation  health  and  dental  insurance coverage or the Employer, as
applicable,  adopts  a  health  insurance  plan  for  employees of the Employer,
whichever  occurs  first.

     4.6     LIFE  INSURANCE.  The Employer will provide the Executive with term
             ---------------
life  insurance  coverage  with  a  death  benefit equal to $250,000.  The death
benefit  offered  under  such  coverage  shall be payable to such beneficiary or
beneficiaries  as  the  Executive  may  designate.

     4.7     BUSINESS  EXPENSES;  MEMBERSHIPS.  The Employer specifically agrees
             --------------------------------
to  reimburse  the  Executive  for:

          (a)      reasonable and necessary business expenses (including travel)
     incurred  by  him in the performance of his duties as approved by the Chief
     Executive  Officer  of  the  Employer;

          (b)     the  reasonable  dues  and  business  related  expenditures
     associated  with  membership in trade and professional associations, as are
     mutually  agreed  upon  by  the  Executive  and  the  Employer,  which  are
     commensurate  with  the  Executive's  position;  and

          (c)     the  dues  and  business  related  expenditures,  including
     initiation  fees, associated with membership in a single country club and a
     single  civic organization as selected by the Executive and approved by the
     Chief  Executive  Officer  of  the  Employer;

provided,  however,  that  the  Executive  shall,  as  a  condition  of  any
reimbursement,  submit verification of the nature and amount of such expenses in
accordance with reimbursement policies from time to time adopted by the Employer
and in sufficient detail to comply with rules and regulations promulgated by the
Internal Revenue Service.  The Executive acknowledges that the Employer has made
no  representation  concerning  the  taxability  or  nontaxability of any of the
reimbursements  contemplated  by  this  Section.

     4.8     VACATION.  On  a  non-cumulative  basis,  the  Executive  shall  be
             --------
entitled  to  four  (4) weeks of vacation in each successive twelve-month period
during  the  Term,  during  which  his  compensation  shall  be  paid  in  full.


                                        8
<PAGE>
     4.9     SICK LEAVE.  The Executive shall be entitled to thirty (30) days of
             ----------
paid  sick  leave  time  in each successive twelve-month period during the Term,
during  which  Executive's  compensation  shall  be  paid  in  full.

     4.10     BENEFITS.  In  addition  to the benefits specifically described in
              --------
this  Agreement,  the  Executive  shall  be  entitled to such benefits as may be
available  from time to time to executives of the Employer similarly situated to
the  Executive.  All  such  benefits  shall  be  awarded  and  administered  in
accordance  with  the Employer's standard policies and practices.  Such benefits
may  include,  by  way  of  example  only,  profit-sharing and retirement plans,
dental,  health,  life  and  disability  insurance benefits, sick leave and such
other  benefits  as  the  Employer  deems  appropriate.

     4.11     WITHHOLDING.  The  Employer  may  deduct  from  each  payment  of
              -----------
compensation  hereunder  all  amounts  required  to  be deducted and withheld in
accordance  with  applicable  federal  and  state  income  tax,  FICA  and other
withholding  requirements.

5.     EMPLOYER  INFORMATION.
       ---------------------

     5.1     OWNERSHIP  OF  EMPLOYER  INFORMATION.   All  Employer  Information
             ------------------------------------
received  or  developed  by  the  Executive  while employed by the Employer will
remain  the  sole  and  exclusive  property  of  the  Employer.

     5.2     OBLIGATIONS  OF  THE  EXECUTIVE.  The  Executive  agrees:
             -------------------------------

          (a)     to  hold  Employer  Information  in  strictest  confidence;

          (b)     not  to  use,  duplicate,  reproduce,  distribute, disclose or
     otherwise  disseminate  Employer Information or any physical embodiments of
     Employer  Information;  and

          (c)     in  any  event, not to take any action causing or fail to take
     any  action  necessary  in  order  to prevent any Employer Information from
     losing its character or ceasing to qualify as Confidential Information or a
     Trade  Secret.

In  the  event  that  the  Executive is required by law to disclose any Employer
Information,  the  Executive will not make such disclosure unless (and then only
to  the extent that) the Executive has been advised by independent legal counsel
that such disclosure is required by law and then only after prior written notice
is  given  to the Employer when the Executive becomes aware that such disclosure
has  been  requested and is required by law.  This Section 5 shall survive for a
period  of  two (2) years following termination of this Agreement for any reason
with  respect to Confidential Information, and shall survive termination of this
Agreement  for  any  reason  for so long as is permitted by applicable law, with
respect  to  Trade  Secrets.

     5.3     DELIVERY  UPON  REQUEST  OR  TERMINATION.  Upon  request  by  the
             ----------------------------------------
Employer, and in any event upon termination of his employment with the Employer,
the  Executive  will  promptly


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<PAGE>
     deliver  to the Employer all property belonging to the Employer, including,
     without  limitation,  all  Employer  Information  then in his possession or
     control.

6.     NON-COMPETITION.  The  Executive agrees that during his employment by the
       ---------------
Employer hereunder and, in the event of his termination:

     -    by the Employer for Cause pursuant to Section 3.2.1(b),
     -    by the Employer without Cause pursuant to Section 3.2.1(c),
     -    by the Executive for Cause pursuant to Section 3.2.2(a),
     -    by the Executive without Cause pursuant to Section 3.2.2(b), or
     -    by  the  Employer  or  the  Executive  in  connection with a Change of
          Control  pursuant  to  Section  3.3,

for  a period of twelve (12) months thereafter, 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,  director  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.

7.     NON-SOLICITATION  OF  CUSTOMERS.  The  Executive  agrees  that during his
       -------------------------------
employment  by  the  Employer  hereunder  and,  in the event of his termination:

     -    by the Employer for Cause pursuant to Section 3.2.1(b),
     -    by the Employer without Cause pursuant to Section 3.2.1(c),
     -    by the Executive for Cause pursuant to Section 3.2.2(a),
     -    by the Executive without Cause pursuant to Section 3.2.2(b), or
     -    by  the  Employer  or  the  Executive  in  connection with a Change of
          Control  pursuant  to  Section  3.3,

for  a period of twelve (12) months thereafter, 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  customers,  including  prospective  customers actively sought by the
Employer,  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  those  provided  by  the  Employer.

8.     NON-SOLICITATION  OF  EMPLOYEES.  The  Executive  agrees  that during his
       -------------------------------
employment by the Employer hereunder and, in the event of his termination:

     -    by the Employer for Cause pursuant to Section 3.2.1(b),
     -    by the Employer without Cause pursuant to Section 3.2.1(c),
     -    by the Executive for Cause pursuant to Section 3.2.2(a),
     -    by the Executive without Cause pursuant to Section 3.2.2(b), or


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<PAGE>
     -    by  the  Employer  or  the  Executive  in  connection with a Change of
          Control  pursuant  to  Section  3.3,

for  a period of twelve (12) months thereafter, 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 the
Employer,  whether  or  not:

     -    such  employee  is a full-time employee or a temporary employee of the
          Employer,
     -    such employment is pursuant to written agreement, or
     -    such employment is for a determined period or is at will.

9.     REMEDIES.  The  Executive agrees that the covenants contained in Sections
       --------
5 through 8 of this Agreement are of the essence of this Agreement; that each of
the covenants is reasonable and necessary to protect the business, interests and
properties  of  the  Employer,  and  that  irreparable  loss  and damage will be
suffered  by the Employer should he breach any of the covenants.  Therefore, the
Executive  agrees and consents that, in addition to all the remedies provided by
law  or  in  equity,  the  Employer shall be entitled to a temporary restraining
order  and  temporary  and  permanent  injunctions  to  prevent  a  breach  or
contemplated  breach  of  any  of the covenants.  The Employer and the Executive
agree  that  all  remedies  available  to  the  Employer  or  the  Executive, as
applicable,  shall  be  cumulative.

10.     SEVERABILITY.  The parties agree that each of the provisions included in
        ------------
this  Agreement is separate, distinct and severable from the other provisions of
this  Agreement  and  that  the  invalidity or unenforceability of any Agreement
provision shall not affect the validity or enforceability of any other provision
of this Agreement.  Further, if any provision of this Agreement is ruled invalid
or  unenforceable  by  a  court  of competent jurisdiction because of a conflict
between  the  provision  and  any applicable law or public policy, the provision
shall  be  redrawn  to  make  the  provision  consistent  with,  and  valid  and
enforceable  under,  the  law  or  public  policy.

11.     NO SET-OFF BY THE EXECUTIVE.  The existence of any claim, demand, action
        ---------------------------
or cause of action by the Executive against the Employer whether predicated upon
this  Agreement  or otherwise, shall not constitute a defense to the enforcement
by  the  Employer  of  any  of  its  rights  hereunder.

12.     NOTICE.  All  notices  and  other  communications  required or permitted
        ------
under  this  Agreement shall be in writing and shall be delivered by hand or, if
mailed,  shall  be  sent  via  the United States Postal Service, certified mail,
return  receipt requested or by overnight courier.  All notices hereunder may be
delivered  by  hand  or  overnight  courier,  in which event the notice shall be
deemed effective when delivered. All notices and other communications under this
Agreement  shall  be  given  to  the  parties hereto at the following addresses:



                                       11
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               (i)    If to the Employer, to it at:

                      Flint  River  Bancshares,  Inc.
                      94-B  Oakland  Avenue.
                      Camilla,  GA  31730

               (ii)   If to the Executive, to him at:

                      William  Jerry  Kennedy
                      417  Lakeshore  Road
                      Pelham,  GA  31779

Any  party  hereto  may  change  his  or  its address by advising the others, in
writing,  of  such  change  of  address.

13.     ASSIGNMENT.  Neither  party hereto may assign or delegate this Agreement
        ----------
or  any  of  its rights and obligations hereunder without the written consent of
the  other  party  to  this  Agreement.

14.     WAIVER.  A  waiver  by one party to this Agreement of any breach of this
        ------
Agreement  by the other party to this Agreement shall not be effective unless in
writing,  and no waiver shall operate or be construed as a waiver of the same or
another  breach  on  a  subsequent  occasion.

15.     ARBITRATION.  Any  controversy  or  claim  arising out of or relating to
        -----------
this contract, or the breach thereof, shall be settled by binding arbitration in
accordance  with  the  Commercial  Arbitration Rules of the American Arbitration
Association.  Judgment  upon the award rendered by the arbitrator may be entered
only  in  a  state  court of Mitchell County or the federal court for the Middle
District  of Georgia.  The Employer and the Executive agree to share equally the
fees  and  expenses  associated  with  the  arbitration  proceedings.
EXECUTIVE  MUST  INITIAL  HERE:__________.

16.     ATTORNEYS'  FEES.  In the event that the parties have complied with this
        ----------------
Agreement  with respect to arbitration of disputes and litigation ensues between
the  parties  concerning  the  enforcement  of  an  arbitration award, the party
prevailing  in such litigation shall be entitled to receive from the other party
all reasonable costs and expenses, including without limitation attorneys' fees,
incurred  by  the  prevailing  party in connection with such litigation, and the
other  party  shall pay such costs and expenses to the prevailing party promptly
upon  demand  by  the  prevailing  party.

17.     APPLICABLE  LAW.  This  Agreement  shall be construed and enforced under
        ---------------
and  in  accordance  with  the  laws  of  the  State  of  Georgia.

18.     INTERPRETATION.  Words  importing any gender include all genders.  Words
        --------------
importing  the singular form shall include the plural and vice versa.  The terms
"herein",  "hereunder", "hereby", "hereto", "hereof" and any similar terms refer
to  this  Agreement.  Any captions, titles or headings preceding the text of any
article,  section  or  subsection  herein  are  solely  for  convenience  of


                                       12
<PAGE>
reference and shall not constitute part of this Agreement or affect its meaning,
construction  or  effect.

19.     ENTIRE  AGREEMENT.  This  Agreement  embodies  the  entire  and  final
        -----------------
agreement  of  the  parties  on the subject matter stated in this Agreement.  No
amendment  or  modification of this Agreement shall be valid or binding upon the
Employer  or  the  Executive  unless made in writing and signed by both parties.
All  prior  understandings and agreements relating to the subject matter of this
Agreement  are  hereby  expressly  terminated.

20.     RIGHTS  OF  THIRD  PARTIES.  Nothing  herein expressed is intended to or
        --------------------------
shall  be  construed to confer upon or give to any person, firm or other entity,
other  than  the  parties  hereto  and  their  permitted  assigns, any rights or
remedies  under  or  by  reason  of  this  Agreement.

21.     SURVIVAL.  The  obligations  of the Executive pursuant to Sections 5, 6,
        --------
7,  8  and  9  shall  survive the termination of the employment of the Executive
hereunder  for  the  period  designated under each of those respective sections.

     IN  WITNESS  WHEREOF,  the  Employer  and  the  Executive have executed and
delivered  this  Agreement  as  of  the  date  first  shown  above.


                                         FLINT RIVER BANCSHARES, INC.


                                         By:  /s/ Joe B. Bostick, Jr.
                                              ---------------------------------
                                              Signature

                                              Joe B. Bostick, Jr.
                                              ---------------------------------
                                              Print Name

Attest: /s/ Taylor D. Bankston                Chairman of the Board
        ------------------------------        ---------------------------------
        Secretary                             Title
        Board of Directors

                                         /s/ William Jerry Kennedy
                                         --------------------------------------
                                         WILLIAM JERRY KENNEDY

                                         Date:  September 8, 2003
                                              ---------------------------------



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                                  [EXHIBIT "A"
                                  ------------

                              POSITION DESCRIPTION
                                    PRESIDENT

FUNCTION:
--------

                                [PLEASE COMPLETE]

REPORTS  TO:
-----------

THE PRESIDENT REPORTS TO THE CHIEF EXECUTIVE OFFICER OF THE EMPLOYER.]



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