ex10_2.htm


    
      

    

    
      Exhibit
        10.2

       

      HABERSHAM
        BANK

      SUPPLEMENTAL
        EXECUTIVE RETIREMENT PLAN AGREEMENT

      


      THIS
        SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (the “Agreement”) is adopted
        effective as of this 1st
        day of
        January, 2008, by and between HABERSHAM BANK, a state-chartered commercial
        bank
        located in Clarkesville, Georgia (the “Bank”) and EDWARD D. ARIAIL (the
“Executive”).

      


      The
        purpose of this Agreement is to provide specified benefits to the Executive,
        a
        member of a select group of management or highly compensated employees who
        contribute materially to the continued growth, development, and future business
        success of the Bank.  This Agreement shall be unfunded for tax
        purposes and for purposes of Title I of the Employee Retirement Income Security
        Act of 1974 (“ERISA”), as amended from time to time.

      


      Article
        1

      Definitions

      


      Whenever
        used in this Agreement, the following words and phrases shall have the meanings
        specified:

      


      
        	
                1.1

              	
                “Account
                  Value”
                  means the amount which would be accrued by the Bank at any particular
                  time
                  assuming the Discount Rate remained constant at the initial Discount
                  Rate.  The parties expressly acknowledge that the Account Value
                  may be different than the liability that should be accrued by the
                  Bank,
                  under Generally Accepted Accounting Principles (“GAAP”), for the Bank’s
                  obligation to the Executive under this Agreement.  The Account
                  Value on any date other than the end of a Plan Year shall be determined
                  by
                  adding the prorated increase attributable for the current Plan
                  Year to the
                  Account Value for the previous Plan Year.


              


      

      


      
        	
                1.2

              	
                “Base
                  Annual
                  Salary” means the annual cash compensation relating to services
                  performed during any calendar year, excluding distributions from
                  nonqualified deferred compensation plans, bonuses, commissions,
                  overtime,
                  fringe benefits, stock options, relocation expenses, incentive
                  payments,
                  non-monetary awards, and other fees, and automobile and other allowances
                  paid to the Executive for employment rendered (whether or not such
                  allowances are included in the Executive’s gross income).  Base
                  Annual Salary shall be calculated before reduction for compensation
                  voluntarily deferred or contributed by the Executive pursuant to
                  all
                  qualified or non-qualified plans of the Bank and shall be calculated
                  to
                  include amounts not otherwise included in the Executive's gross
                  income
                  under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant
                  to plans
                  established by the Bank; provided, however, that all such amounts
                  will be
                  included in compensation only to the extent that had there been
                  no such
                  plan, the amount would have been payable in cash to the Executive.
                  

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                1.3

              	
                “Beneficiary”
                  means each designated person, or the estate of the deceased Executive,
                  entitled to benefits, if any, upon the death of the Executive pursuant
                  to
                  Article 4. 

              


      

      


      
        	
                1.4

              	
                “Beneficiary
                  Designation Form” means the form established from time to time by
                  the Plan Administrator that the Executive completes, signs, and
                  returns to
                  the Plan Administrator to designate one or more Beneficiaries.
                  

              


      

      


      
        	
                1.5

              	
                “Board”
means
                  the Board of Directors of the Bank as from time to time constituted.
                  

              


      

      


      
        	
                1.6

              	
                “Change
                  of
                  Control” shall mean any one of the following events which may occur
                  after the Effective Date: 

              


      

      


      
        
          	
                	
                  (a)

                	
                  the
                    acquisition by any individual, entity or “group,” within the meaning of
                    Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange
                    Act of
                    1934, as amended, (a “Person”) of beneficial ownership (within the meaning
                    of Rule 13-d-3 promulgated under the Securities Exchange Act
                    of 1934) of
                    voting securities of the Corporation where such acquisition causes
                    any
                    such Person to own fifty percent (50%) or more of the combined
                    voting
                    power of the then outstanding voting securities entitled to vote
                    generally
                    in the election of directors;


                


        

      

      


      
        
          	
                	
                  (b)

                	
                  within
                    any twelve-month period, the persons who were directors of the
                    Corporation
                    immediately before the beginning of such twelve-month period
                    (the
                    “Incumbent Directors”) shall cease to constitute at least a majority of
                    the Board of Directors of the Corporation; 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 the
                    Board of Directors of the Corporation 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 or consolidation, with respect to which
                    persons who
                    were the stockholders of the Corporation immediately prior to
                    such
                    reorganization, merger or consolidation do not, immediately thereafter,
                    own more than fifty percent (50%) of the combined voting power
                    entitled to
                    vote in the election of directors of the reorganized, merged
                    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 Corporation to any third party.


                


        

      

      


      
        	
                1.7

              	
                “Code”
means
                  the
                  Internal Revenue Code of 1986, as amended.


              


      

      


      
        	
                1.8

              	
                “Corporation”
                  means Habersham Bancorp. 

              


      

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      
        	
                1.9

              	
                “Disability”
                  means Executive: (i) is unable to engage in any substantial gainful
                  activity by reason of any medically determinable physical or mental
                  impairment which can be expected to result in death or can be expected
                  to
                  last for a continuous period of not less than twelve (12) months;
                  or (ii)
                  is, by reason of any medically determinable physical or mental
                  impairment
                  which can be expected to result in death or can be expected to
                  last for a
                  continuous period of not less than twelve (12) months, receiving
                  income
                  replacement benefits for a period of not less than three (3) months
                  under
                  an accident and health plan covering employees of the
                  Bank.  Medical determination of Disability may be made by either
                  the Social Security Administration or by the provider of an accident
                  or
                  health plan covering employees of the Bank.  Upon the request of
                  the Plan Administrator, the Executive must submit proof to the
                  Plan
                  Administrator of the Social Security Administration’s or the provider’s
                  determination. 

              


      

      


      
        	
                1.10

              	
                “Discount
                  Rate”
                  means the rate used by the Plan Administrator for determining the
                  Account
                  Value.  The initial Discount Rate is seven percent
                  (7%).  However, the Plan Administrator, in its discretion, may
                  adjust the Discount Rate to maintain the rate within reasonable
                  standards
                  according to GAAP and/or applicable bank regulatory guidance.
                  

              


      

      


      
        	
                1.11

              	
                “Early
                  Termination” means Separation from Service before Normal Retirement
                  Age for reasons other than death, Disability, Termination for Cause
                  or
                  following a Change of Control. 

              


      

      


      
        	
                1.12

              	
                “Effective
                  Date”
                  means January 1, 2008. 

              


      

      


      
        	
                1.13

              	
                “Final
                  Pay”
                  means the highest Base Annual Salary of the Executive for the period
                  of
                  three (3) consecutive and complete years of employment with the
                  Bank prior
                  to Separation from Service.  If the Executive does not have
                  three (3) consecutive and complete years of employment with the
                  Bank prior
                  to Separation from Service, then Final Pay shall be determined
                  by
                  averaging the sum of Base Annual Salary paid for the consecutive
                  and
                  complete years of employment with the Bank credited to the Executive
                  and
                  the annualized Base Annual Salary for any partial period of employment
                  ending immediately prior to the Separation from Service.
                  

              


      

      


      
        	
                1.14

              	
                “Normal
                  Retirement
                  Age” means the Executive attaining age sixty-five (65).
                  

              


      

      


      
        	
                1.15

              	
                “Normal
                  Retirement
                  Date” means the later of Normal Retirement Age or Separation from
                  Service. 

              


      

      


      
        	
                1.16

              	
                “Plan
                  Administrator” means the plan administrator described in Article 8.
                  

              


      

      


      
        	
                1.17

              	
                “Plan
                  Year”
                  means each twelve (12) month period commencing on January 1st and
                  ending
                  on December 31st of each year. 

              


      

      


      
        	
                1.18

              	
                “Projected
                  Benefit” means forty percent (40%) of Projected Final Pay.
                  

              


      

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      
        	
                1.19

              	
                “Projected
                  Final
                  Pay” means Final Pay increased five percent (5%) annually, until
                  Normal Retirement Age. 

              


      

      


      
        
          	
                  1.20

                	
                  “Separation
                    from Service”
means
                    the
                    termination of the Executive’s
                    employment with
                    the Bank and
                    all affiliates for reasons other than death.  Whether
                    a Separation from Service takes place is determined in accordance
                    with the
                    requirements of Code Section 409A and related Treasury guidance
                    or
                    Regulations based on the facts and circumstances surrounding
                    the
                    termination of the Executive’s employment and whether the Bank and the
                    Executive intended for the Executive to provide significant services
                    for
                    the Bank following such termination.  A Separation from Service
                    will nothave
                    occurred if:

                


        

      

      


      
        	
                 

              	
                (a)

              	
                the
                  Executive continues to provide services as an employee of the Bank
                  at an
                  annual rate that is twenty percent (20%) or more of the services
                  rendered,
                  on average, during the immediately preceding three (3) full calendar
                  years
                  of employment (or, if employed less than three (3) years, such
                  lesser
                  period) and the annual remuneration for such services is twenty
                  percent
                  (20%) or more of the average annual remuneration earned during
                  the final
                  three (3) full calendar years of employment (or, if less, such
                  lesser
                  period), or

              


      

      


      
        	
                 

              	
                (b)

              	
                the
                  Executive continues to provide services to the Bank in a capacity
                  other
                  than as an employee of the Bank at an annual rate that is fifty
                  percent
                  (50%) or more of the services rendered, on average, during the
                  immediately
                  preceding three (3) full calendar years of employment (or if employed
                  less
                  than three (3) years, such lesser period) and the annual remuneration
                  for
                  such services is fifty percent (50%) or more of the average annual
                  remuneration earned during the final three (3) full calendar years
                  of
                  employment (or if less, such lesser
                  period).

              


      

      


      The
        Executive’s employment relationship will be treated as continuing intact while
        the Executive is on military leave, sick leave, or other bona fide leave
        of
        absence if the period of such leave of absence does not exceed six (6) months,
        or if longer, so long as the Executive’s right to reemployment with the Bank is
        provided either by statute or by contract.  If the period of leave
        exceeds six (6) months and there is no right to reemployment, a Separation
        from
        Service will be deemed to have occurred as of the first date immediately
        following such six (6) month period.

      


      
        	
                1.21

              	
                “Specified
                  Employee” means  a key employee (as defined in Section
                  416(i) of the Code without regard to paragraph 5 thereof) of the
                  Corporation (or an entity which is considered to be single employer
                  with
                  the Corporation under Code Section 414(b) or 414(c)) if any stock
                  of any
                  such entity is publicly traded on an established securities market
                  or
                  otherwise, as determined by the Plan Administrator based on the
                  twelve
                  (12) month period ending each December 31 (the “identification
                  period”).  If the Executive is determined to be a Specified
                  Employee for an identification period, the Executive shall be treated
                  as a
                  Specified Employee for purposes of this Agreement during the twelve
                  (12)
                  month period that begins on the first day of the fourth month following
                  the close of the identification period.


              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                1.22

              	
                “Termination
                  for
                  Cause” means Separation from Service for:
                  

              


      

      


      
        	
                 

              	
                (a)

              	
                Gross
                  negligence or gross neglect of duties to the Bank; or
                  

              


      

      
        	
                 

              	
                (b)

              	
                Commission
                  of a felony or of a gross misdemeanor involving moral turpitude
                  in
                  connection with the Executive’s employment with the Bank; or
                  

              


      

      
        	
                 

              	
                (c)

              	
                Fraud,
                  disloyalty, dishonesty or willful violation of any law or significant
                  Bank
                  policy committed in connection with the Executive’s employment and
                  resulting in a material adverse effect on the Bank.
                  

              


      

      


      Article
        2

      Distributions
        During Lifetime

      


      
        	
                2.1

              	
                Normal
                  Retirement
                  Benefit.  Upon the Normal Retirement Date, the Bank shall
                  distribute to the Executive the benefit described in this Section
                  2.1 in
                  lieu of any other benefit under this Article.


              


      

      


      
        	
              	
                2.1.1

              	
                Amount
                  of
                  Benefit.  The annual benefit under this Section 2.1 is
                  forty percent (40%) of Final Pay. 

              


      

      


      
        	
              	
                2.1.2

              	
                Distribution
                  of
                  Benefit.  The Bank shall pay the annual benefit to the
                  Executive in twelve (12) equal monthly installments commencing
                  on the
                  first day of the month following the Executive’s Normal Retirement
                  Date.  The annual benefit shall be distributed to the Executive
                  for fifteen (15) years. 

              


      

      


      
        	
                2.2

              	
                Early
                  Termination
                  Benefit.  Upon the occurrence of an Early Termination,
                  the Bank shall distribute to the Executive the benefit described
                  in this
                  Section 2.2 in lieu of any other benefit under this Article.
                  

              


      

      


      
        	
              	
                2.2.1

              	
                Amount
                  of
                  Benefit.  The benefit under this Section 2.2 is the
                  vested portion of the Account Value determined based on the most
                  recent
                  anniversary of the Effective Date preceding the Early Termination
                  based on
                  the schedule set forth below: 

              


      

      


      
        	
                Effective
                  Date Anniversary

              	
                Vested
                  Portion

              
	
                1st

              	
                20%

              
	
                2nd

              	
                40%

              
	
                3rd

              	
                60%

              
	
                4th

              	
                80%

              
	
                5th

              	
                100%

              


      

      


      Interest
        shall be credited to the Account Value from Separation from Service until
        Normal
        Retirement Age in an amount equal to the Discount Rate at the time of Separation
        from Service, compounded monthly.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      
        	
              	
                2.2.2

              	
                Distribution
                  of
                  Benefit.  The Bank shall pay the benefit to the Executive
                  in twelve (12) equal monthly installments commencing on the first
                  day of
                  the month following the Executive’s Normal Retirement Age.  The
                  benefit shall be distributed to the Executive for fifteen (15)
                  years.
                  During the applicable installment period, interest will be applied to
                  the Account Value at the Discount Rate, compounded monthly.
                  

              


      

      


      
        	
                2.3

              	
                Disability
                  Benefit.  If Executive experiences a Disability which
                  results in a Separation from Service prior to Normal Retirement
                  Age, the
                  Bank shall distribute to the Executive the benefit described in
                  this
                  Section 2.3 in lieu of any other benefit under this Article.
                  

              


      

      


      
        	
              	
                2.3.1

              	
                Amount
                  of
                  Benefit.  The benefit under this Section 2.3 is one
                  hundred percent (100%) of the Account Value determined as of the
                  end of
                  the Plan Year preceding Separation from Service. Interest shall
                  be
                  credited to the Account Value from Separation from Service until
                  Normal
                  Retirement Age in an amount equal to the Discount Rate at the time
                  of
                  Separation from Service, compounded monthly.


              


      

      


      
        	
              	
                2.3.2

              	
                Distribution
                  of
                  Benefit.  The Bank shall pay the annual benefit to the
                  Executive in twelve (12) equal monthly installments commencing
                  on the
                  first day of the month following the Executive’s Normal Retirement
                  Age.  The benefit shall be distributed to the Executive for
                  fifteen (15) years. During the applicable installment
                  period, interest will be applied to the Account Value at the
                  Discount Rate, compounded monthly. 

              


      

      


      
        	
                2.4

              	
                Change
                  of Control
                  Benefit.  Upon a Change of Control followed by a
                  Separation from Service prior to Normal Retirement Age, the Bank
                  shall
                  distribute to the Executive the benefit described in this Section
                  2.4 in
                  lieu of any other benefit under this Article.


              


      

      


      
        	
              	
                2.4.1

              	
                Amount
                  of
                  Benefit.  The annual benefit under this Section 2.4 is
                  one hundred percent (100%) of the Projected Benefit.
                  

              


      

      


      
        	
              	
                2.4.2

              	
                Distribution
                  of
                  Benefit. 
                  The Bank shall
                  pay the annual benefit to the Executive in twelve (12) equal monthly
                  installments commencing on the first day of the month following
                  Normal
                  Retirement Age.  The annual benefit shall be distributed to the
                  Executive for fifteen (15) years. 

              


      

      


      
        	
                2.5

              	
                Restriction
                  on Timing
                  of Distribution.  Notwithstanding any provision of this
                  Agreement to the contrary, if the Executive is considered a Specified
                  Employee at Separation from Service under such procedures as established
                  by the Bank in accordance with Section 409A of the Code, benefit
                  distributions that are otherwise payable upon Separation from Service
                  may
                  not commence earlier than six (6) months after the date of
                  such Separation from Service.  Therefore, in the event
                  this Section 2.5 is applicable to the Executive, any distribution
                  which
                  would otherwise be paid to the Executive within the first six months
                  following the Separation from Service shall be accumulated and
                  paid to the
                  Executive in a lump sum on the first day of the seventh month following
                  the Separation from Service.  All subsequent distributions shall
                  be paid in the manner specified. 

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                2.6

              	
                Distributions
                  Upon
                  Income Inclusion Under Section 409A of the Code.  If any
                  amount is required to be included in income by the Executive prior
                  to
                  receipt due to a failure of this Agreement to meet the requirements
                  of
                  Code Section 409A and related Treasury guidance or Regulations,
                  the Plan
                  Administrator shall distribute that portion of the amount the Bank
                  has
                  accrued with respect to the Bank’s obligations hereunder that is required
                  to be included in the Executive’s income.  The Bank shall
                  distribute to the Executive such amount in immediately available
                  funds in
                  an amount equal to the portion of the amount the Bank has accrued
                  with
                  respect to the Bank’s obligations hereunder required to be included in
                  income as a result of the failure of this Agreement to meet the
                  requirements of Code Section 409A and related Treasury guidance
                  or
                  Regulations, which amount shall not exceed the Executive's unpaid
                  amount
                  the Bank has accrued with respect to the Bank’s obligations
                  hereunder.  Such distribution shall be made within ninety (90)
                  days of the date the Plan Administrator determines that the income
                  inclusion described in this Section 2.6 is required.  Such a
                  distribution shall affect and reduce the Executive’s benefits to be paid
                  under this Agreement. 

              


      

      


      
        	
                2.7

              	
                Change
                  in Form or
                  Timing of Distributions.  For distribution of benefits under
                  this Article 2, the Executive and the Bank may, subject to the
                  terms of
                  Section 7.1, amend the Agreement to delay the timing or change
                  the form of
                  distributions.  Any such amendment:


              


      

      
      

       

      
        	
                 

              	
                (a)

              	
                may
                  not accelerate the time or schedule of any distribution, except
                  as
                  provided in Section 409A of the Code and the regulations thereunder;
                  

              


      

      
        	
                 

              	
                (b)

              	
                must,
                  for benefits distributable under Section 2.2, 2.3 and 2.4 be made
                  at least
                  twelve (12) months prior to the first scheduled distribution;
                  

              


      

      
        	
                 

              	
                (c)

              	
                must,
                  for benefits distributable under Article 2 delay the commencement
                  of
                  distributions for a minimum of five (5) years from the date the
                  first
                  distribution was originally scheduled to be made; and

              


      

      
        	
                 

              	
                (d)

              	
                 must
                  take effect not
                  less than twelve (12) months after the amendment is made.
                  

              


      

      


      Article
        3

      Distribution
        at Death

      


      
        	
                3.1

              	
                Death
                  During
                  Service.  If the Executive dies prior to a Separation
                  from Service, the Bank shall distribute to the Beneficiary the
                  benefit
                  described in this Section 3.1. This benefit shall be distributed
                  in lieu
                  of the benefits under Article 2. 

              


      

      


      
        	
              	
                3.1.1

              	
                Amount
                  of
                  Benefit.  The benefit under this Section 3.1 is the
                  present value of the Projected Benefit payable for fifteen (15)
                  years
                  discounted back using the Discount Rate in effect at the time of
                  death.
                  

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                3.1.2

              	
                Distribution
                  of
                  Benefit.  The Bank shall distribute the benefit to the
                  Beneficiary in a lump sum within sixty (60) days following the
                  date of the
                  Executive’s death. 

              


      

       

      
        	
                3.2

              	
                Death
                  During
                  Distribution of a Benefit.  If the Executive dies after
                  any benefit distributions have commenced under this Agreement but
                  before
                  receiving all such distributions, the Bank shall distribute to
                  the
                  Beneficiary the remaining benefits at the same time and in the
                  same
                  amounts that would have been distributed to the Executive had the
                  Executive survived. 

              


      

       

      
        	
                3.3

              	
                Death
                  After Separation
                  from Service But Before Benefit Distributions Commence.  If
                  the
                  Executive is entitled to any benefit payments under Article 2 of
                  this
                  Agreement, but dies after Separation from Service but prior to
                  the
                  commencement of said benefit payments, the Bank shall pay a lump
                  sum
                  benefit to the Beneficiary equal to the Executive’s Account Value at the
                  time of death. The Bank shall distribute the benefit to the Beneficiary
                  within sixty (60) days following the date of the Executive’s death.
                  

              


      

      


      Article
        4

      Beneficiaries

      


      
        	
                4.1

              	
                Beneficiary.  The
                  Executive shall have the right, at any time, to designate a Beneficiary
                  to
                  receive any benefit distributions under this Agreement upon the
                  death of
                  the Executive.  The Beneficiary designated under this Agreement
                  may be the same as or different from the beneficiary designated
                  under any
                  other plan of the Bank in which the Executive participates.
                  

              


      

      


      
        	
                4.2

              	
                Beneficiary
                  Designation: Change.  The Executive shall designate a
                  Beneficiary by completing and signing the Beneficiary Designation
                  Form,
                  and delivering it to the Plan Administrator or its designated
                  agent.  The Executive's beneficiary designation shall be deemed
                  automatically revoked if the Beneficiary predeceases the Executive
                  or if
                  the Executive names a spouse as Beneficiary and the marriage is
                  subsequently dissolved.  The Executive shall have the right to
                  change a Beneficiary by completing, signing and otherwise complying
                  with
                  the terms of the Beneficiary Designation Form and the Plan Administrator’s
                  rules and procedures, as in effect from time to time.  Upon the
                  acceptance by the Plan Administrator of a new Beneficiary Designation
                  Form, all Beneficiary designations previously filed shall be
                  cancelled.  The Plan Administrator shall be entitled to rely on
                  the last Beneficiary Designation Form filed by the Executive and
                  accepted
                  by the Plan Administrator prior to the Executive’s death.
                  

              


      

      


      
        	
                4.3

              	
                Acknowledgment.  No
                  designation or change in designation of a Beneficiary shall be
                  effective
                  until received, accepted and acknowledged in writing by the Plan
                  Administrator or its designated agent.


              


      

      


      
        	
                4.4

              	
                No
                  Beneficiary
                  Designation.  If the Executive dies without a valid
                  beneficiary designation, or if all designated Beneficiaries predecease
                  the
                  Executive, then the Executive’s spouse shall be the designated
                  Beneficiary.  If the Executive has no surviving spouse, the
                  benefits shall be made to the Executive's estate.
                  

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                4.5

              	
                Facility
                  of
                  Distribution.  If the Plan Administrator determines in
                  its discretion that a benefit is to be distributed to a minor,
                  to a person
                  declared incompetent, or to a person incapable of handling the
                  disposition
                  of that person’s property, the Plan Administrator may direct distribution
                  of such benefit to the guardian, legal representative or person
                  having the
                  care or custody of such minor, incompetent person or incapable
                  person.  The Plan Administrator may require proof of
                  incompetence, minority or guardianship as it may deem appropriate
                  prior to
                  distribution of the benefit.  Any distribution of a benefit
                  shall be a distribution for the account of the Executive and the
                  Executive’s Beneficiary, as the case may be, and shall be a complete
                  discharge of any liability under the Agreement for such distribution
                  amount. 

              


      

      


      Article
        5

      General
        Limitations

      


      
        	
                5.1

              	
                Termination
                  for
                  Cause.  Notwithstanding any provision of this Agreement
                  to the contrary, the Bank shall not distribute any benefit under
                  this
                  Agreement if the Executive’s employment with the Bank is terminated due to
                  a Termination for Cause. 

              


      

      


      
        	
                5.2

              	
                Suicide
                  or
                  Misstatement.  No benefits shall be distributed if the
                  Executive commits suicide within two (2) years after the Effective
                  Date of
                  this Agreement, or if an insurance company which issued a life
                  insurance
                  policy covering the Executive and owned by the Bank denies coverage
                  (i)
                  for material misstatements of fact made by the Executive on an
                  application
                  for such life insurance, or (ii) for any other reason.
                  

              


      

      


      
        	
                5.3

              	
                Forfeiture
                  Provision.  The Bank shall not pay any benefit under this
                  Agreement if the Executive, without the prior written consent of
                  the Bank,
                  during active service and within one (1) year from the Executive’s
                  Separation from Service for any reason whatsoever he will not (except
                  on
                  behalf of or with the prior written consent of the Bank either
                  directly or
                  indirectly, on his own behalf or in the service of 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 Bank engage
                  in
                  any business which is the same as or essentially the same as the
                  business
                  of the Bank in accepting deposits or making loans (whether presently
                  existing or subsequently established) and which has an office located
                  within a radius of fifty (50) miles of any office of the Bank;
                  provided,
                  however, that the foregoing shall not  preclude any ownership by
                  the Executive of an amount not to exceed five percent (5%) of the
                  equity
                  securities of any entity which is subject to the periodic reporting
                  requirements of the Securities Exchange act of 1934 and the shares
                  of Bank
                  and Corporation common stock owned by the Executive at the  time
                  of Separation from Service.  This section shall not apply following a
                  Change of Control. 

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      Article
        6

      Claims
        and Review Procedures

      


      
        	
                6.1

              	
                Claims
                  Procedure.  An Executive or Beneficiary (“claimant”) who
                  has not received benefits under the Agreement that he or she believes
                  should be distributed shall make a claim for such benefits as follows:
                  

              


      

      


      
        	
              	
                6.1.1

              	
                Initiation
–
Written
                  Claim.  The claimant initiates a claim by submitting to
                  the Plan Administrator a written claim for the benefits.  If
                  such a claim relates to the contents of a notice received by the
                  claimant,
                  the claim must be made within sixty (60) days after such notice was
                  received by the claimant.  All other claims must be made within
                  one hundred eighty (180) days of the date on which the event that
                  caused the claim to arise occurred.  The claim must state with
                  particularity the determination desired by the claimant.
                  

              


      

       

      
        	
              	
                6.1.2

              	
                Timing
                  of Plan
                  Administrator Response.  The
                  Plan
                  Administrator shall respond to such claimant within ninety (90)
                  days after
                  receiving the claim (forty-five (45) days with respect to a denial
                  of any
                  claim for benefits due to the Executive’s Disability).  If the
                  Plan Administrator determines that special circumstances require
                  additional time for processing the claim, the Plan Administrator
                  can
                  extend the response period by an additional ninety (90) days (thirty
                  (30)
                  days with respect to a claim for benefits due to the Executive’s
                  Disability) by notifying the claimant in writing, prior to the
                  end of such
                  initial period, that an additional period is required.  With
                  respect to a claim for benefits due to the Executive’s Disability, an
                  additional extension of up to thirty (30) days beyond the initial
                  30-day
                  extension period may be required for processing the claim.  In
                  such event, written notice of the extension shall be furnished
                  to the
                  claimant within the initial 30-day extension period.  The notice
                  of extension must set forth the special circumstances and the date
                  by
                  which the Plan Administrator expects to render its decision.
                  

              


      

      


      
        	
              	
                6.1.3

              	
                Notice
                  of
                  Decision.  If the Plan Administrator denies part or all
                  of the claim, the Plan Administrator shall notify the claimant
                  in writing
                  of such denial.  The Plan Administrator shall write the
                  notification in a manner calculated to be understood by the
                  claimant.  The notification shall set forth:
                  

              


      

      


      
        	
                 

              	
                (a)

              	
                The
                  specific reasons for the denial; 

              


      

      
        	
                 

              	
                (b)

              	
                A
                  reference to the specific provisions of the Agreement on which
                  the denial
                  is based; 

              


      

      
        	
                 

              	
                (c)

              	
                A
                  description of any additional information or material necessary
                  for the
                  claimant to perfect the claim and an explanation of why it is needed;
                  

              


      

      
        	
                 

              	
                (d)

              	
                An
                  explanation of the Agreement’s review procedures and the time limits
                  applicable to such procedures; 

              


      

      
        	
                 

              	
                (e)

              	
                A
                  statement of the claimant’s right to bring a civil action under ERISA
                  Section 502(a) following an adverse benefit determination on review;
                  

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (f)

              	
                In
                  the case of a claim for benefits due to the
                  Executive’s  Disability, if an internal rule, guideline,
                  protocol or other similar criterion is relied upon in making the
                  adverse
                  determination, either the specific rule, guideline, protocol or
                  other
                  similar criterion; or a statement that such rule, guideline, protocol
                  or
                  other similar criterion was relied upon in making the decision
                  and that a
                  copy of such rule, guideline, protocol or other similar criterion
                  will be
                  provided free of charge upon request; and


              


      

      
        	
                 

              	
                (g)

              	
                In
                  the case of a claim for benefits due to the Executive’s Disability, if a
                  denial of the claim is based on a medical necessity or experimental
                  treatment or similar exclusion or limit, an explanation of the
                  scientific
                  or clinical judgment for the denial, an explanation applying the
                  terms of
                  the Agreement to the claimant’s medical circumstances or a statement that
                  such explanation will be provided free of charge upon request.
                  

              


      

      


      
        	
                6.2

              	
                Review
                  Procedure.  If the Plan Administrator denies part or all
                  of the claim, the claimant shall have the opportunity for a full
                  and fair
                  review by the Plan Administrator or, if applicable, the Appeals
                  Fiduciary
                  of the denial, as follows: 

              


      

      


      
        	
              	
                6.2.1

              	
                Initiation
–
Written
                  Request.  To initiate the review, the claimant, within
                  sixty (60) days (one hundred eighty (180) days with respect to
                  a denial of
                  a claim for benefits due to the Executive’s Disability) after receiving
                  the Plan Administrator’s notice of denial, must file with the Plan
                  Administrator or, if applicable, Appeals Fiduciary a written request
                  for
                  review.  For purposes of this Article 6, the term “Appeals
                  Fiduciary” means an individual or group of individuals appointed to review
                  appeals of claims for benefits payable due to the Executive’s Disability.
                  With respect to any denial of a claim for benefits due to Disability,
                  in
                  deciding an appeal of any denial based in whole or in part on a
                  medical
                  judgment (including determinations with regard to whether a particular
                  treatment, drug, or other item is experimental, investigational,
                  or not
                  medically necessary or appropriate), the Appeals Fiduciary shall:
                  

              


      

      


      
        	
                 

              	
                (a)

              	
                consult
                  with a health care professional who has appropriate training and
                  experience in the field of medicine involved in the medical judgment;
                  and
                  

              


      

      
        	
                 

              	
                (b)

              	
                identify
                  the medical and vocational experts whose advice was obtained in
                  connection
                  with the denial without regard to whether the advice was relied
                  upon in
                  making the determination to deny the claim.


              


      

      


      Notwithstanding
        the foregoing, the health care professional consulted pursuant to this Section
        6.2.1 shall be an individual who was not consulted with respect to the initial
        denial of the claim that is the subject of the appeal or a subordinate of
        such
        individual.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                6.2.2

              	
                Additional
                  Submissions
                  – Information Access.  The claimant shall then have the
                  opportunity to submit written comments, documents, records and
                  other
                  information relating to the claim.  The Plan Administrator shall
                  also provide the claimant, upon request and free of charge, reasonable
                  access to, and copies of, all documents, records and other information
                  relevant (as defined in applicable ERISA regulations) to the claimant’s
                  claim for benefits. 

              


      

      


      
        	
              	
                6.2.3

              	
                Considerations
                  on
                  Review.  In considering the review, the Plan
                  Administrator shall take into account all materials and information
                  the
                  claimant submits relating to the claim, without regard to whether
                  such
                  information was submitted or considered in the initial benefit
                  determination. 

              


      

      


      
        	
              	
                6.2.4

              	
                Timing
                  of Plan
                  Administrator Response.  The Plan Administrator shall
                  respond in writing to such claimant within sixty (60) days (forty-five
                  (45) days with respect to a claim for benefits due to the Executive’s
                  Disability) after receiving the request for review.  If the Plan
                  Administrator (or Appeals Fiduciary) determines that special circumstances
                  require additional time for processing the claim, the Plan Administrator
                  (or Appeals Fiduciary) can extend the response period by an additional
                  sixty (60) days (forty-five (45) days with respect to a claim for
                  benefits
                  due to the Executive’s Disability) by notifying the claimant in writing,
                  prior to the end of such day period that an additional period is
                  required.  The notice of extension must set forth the special
                  circumstances and the date by which the Plan Administrator (or
                  Appeals
                  Fiduciary) expects to render its decision.


              


      

      


      
        	
              	
                6.2.5

              	
                Notice
                  of
                  Decision.  The Plan Administrator (or Appeals Fiduciary)
                  shall notify the claimant in writing of its decision on
                  review.  The Plan Administrator (or Appeals Fiduciary) shall
                  write the notification in a manner calculated to be understood
                  by the
                  claimant.  The notification shall set forth:
                  

              


      

       

      
        	
                 

              	
                (a)

              	
                The
                  specific reasons for the denial; 

              


      

      
        	
                 

              	
                (b)

              	
                A
                  reference to the specific provisions of the Agreement on which
                  the denial
                  is based; 

              


      

      
        	
                 

              	
                (c)

              	
                A
                  statement that the claimant is entitled to receive, upon request
                  and free
                  of charge, reasonable access to, and copies of, all documents,
                  records and
                  other information relevant (as defined in applicable ERISA regulations)
                  to
                  the claimant’s claim for benefits; 

              


      

      
        	
                 

              	
                (d)

              	
                A
                  statement of the claimant’s right to bring a civil action under ERISA
                  Section 502(a); 

              


      

      
        	
                 

              	
                (e)

              	
                In
                  the case of a claim for benefits due to the Executive’s Disability,
                  if  an internal rule, guideline, protocol or other similar
                  criterion is relied upon in making the adverse determination, either
                  the
                  specific rule, guideline, protocol or other similar criterion;
                  or a
                  statement that such rule, guideline, protocol or other similar
                  criterion
                  was relied upon in making the decision and that a copy of such
                  rule,
                  guideline, protocol or other similar criterion will be provided
                  free of
                  charge upon request; 

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (f)

              	
                In
                  the case of a claim for benefits due to the Executive’s Disability, if a
                  denial of the claim is based on a medical necessity or experimental
                  treatment or similar exclusion or limit, an explanation of the
                  scientific
                  or clinical judgment for the denial, an explanation applying the
                  terms of
                  the Agreement to the claimant’s medical circumstances or a statement that
                  such explanation will be provided free of charge upon request;
                  and
                  

              


      

      
        	
                 

              	
                (g)

              	
                In
                  the case of a claim for benefits due to the Executive’s Disability, a
                  statement regarding the availability of other voluntary alternative
                  dispute resolution options. 

              


      

      


      Article
        7

      Amendments
        and Termination

      


      
        	
                7.1

              	
                Amendments.  This
                  Agreement may be amended only by a written agreement signed by
                  the Bank
                  and the Executive.  However, the Bank may unilaterally amend
                  this Agreement to conform to written directives to the Bank from
                  its
                  auditors or banking regulators or to comply with legislative or
                  tax law,
                  including without limitation Section 409A of the Code and any and
                  all
                  regulations and guidance promulgated thereunder.
                  

              


      

      


      
        	
                7.2

              	
                Plan
                  Termination
                  Generally.  The Bank may unilaterally terminate this
                  Agreement at any time.  The benefit shall be the Account Value
                  as of the date the Agreement is terminated.  Except as provided
                  in Section 7.3, the termination of this Agreement shall not cause
                  a
                  distribution of benefits under this Agreement.  Rather, upon
                  such termination benefit distributions will be made at the earliest
                  distribution event permitted under Article 2 or Article 3.
                  

              


      

      


      
        	
                7.3

              	
                Plan
                  Terminations
                  Under Section 409A.  Notwithstanding anything to the
                  contrary in Section 7.2, if the Bank terminates this Agreement
                  in the
                  following circumstances: 

              


      

      


      
        	
                 

              	
                (a)

              	
                Within
                  thirty (30) days before, or twelve (12) months after a Change of
                  Control,
                  provided that all distributions are made no later than twelve (12)
                  months
                  following such termination of the Agreement and further provided
                  that
                  all the Bank's arrangements which are substantially similar to
                  the Agreement are terminated so the Executive and all
                  participants in the similar arrangements are required to receive all
                  amounts of compensation deferred under the terminated arrangements
                  within
                  twelve (12) months of the termination of the arrangements;
                  

              


      

      
        	
                 

              	
                (b)

              	
                Upon
                  the Bank’s dissolution or with the approval of a bankruptcy court provided
                  that the amounts deferred under the Agreement are included in the
                  Executive's gross income in the latest of (i) the calendar year
                  in which
                  the Agreement terminates; (ii) the calendar year in which the amount
                  is no
                  longer subject to a substantial risk of forfeiture; or (iii) the
                  first
                  calendar year in which the distribution is administratively practical;
                  or
                  

              


      

      
        	
                 

              	
                (c)

              	
                Upon
                  the Bank’s termination of this and all other non-account balance plans (as
                  referenced in Section 409A of the Code or the regulations thereunder),
                  provided that all distributions are made no earlier than twelve
                  (12)
                  months and no later than twenty-four (24) months following such
                  termination, and the Bank does not adopt any new non-account balance
                  plans
                  for a minimum of five (5) years following the date of such termination;
                  

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      the
        Bank
        may distribute the Account Value, determined as of the date of the termination
        of the Agreement, to the Executive in a lump sum subject to the above
        terms.

      


      Article
        8

      Administration
        of Agreement

      


      
        	
                8.1

              	
                Plan
                  Administrator
                  Duties.  This Agreement shall be administered by a Plan
                  Administrator which shall consist of the Board, or such committee
                  or
                  person(s) as the Board shall appoint.  The Plan Administrator
                  shall administer this Agreement according to its express terms
                  and shall
                  also have the discretion and authority to (i) make, amend, interpret
                  and
                  enforce all appropriate rules and regulations for the administra­tion
                  of this Agreement and (ii) decide or resolve any and all ques­tions
                  including interpretations of this Agreement, as may arise in connection
                  with the Agreement to the extent the exercise of such discretion
                  and
                  authority does not conflict with Section 409A of the Code and regulations
                  thereunder. 

              


      

      


      
        	
                8.2

              	
                Agents.  In
                  the administration of this Agreement, the Plan Administrator may
                  employ
                  agents and delegate to them such administrative duties as it sees
                  fit,
                  (including acting through a duly appointed representative), and
                  may from
                  time to time consult with counsel who may be counsel to the Bank.
                  

              


      

      


      
        	
                8.3

              	
                Binding
                  Effect of
                  Decisions.  The decision or action of the Plan
                  Administrator with respect to any question arising out of or in
                  connection
                  with the administration, interpretation and application of the
                  Agreement
                  and the rules and regulations promulgated hereunder shall be final
                  and
                  conclusive and binding upon all persons having any interest in
                  the
                  Agreement. 

              


      

      


      
        	
                8.4

              	
                Indemnity
                  of Plan
                  Administrator.  The Bank shall indemnify and hold
                  harmless the members of the Plan Administrator against any and
                  all claims,
                  losses, damages, expenses or liabilities arising from any action
                  or
                  failure to act with respect to this Agreement, except in the case
                  of
                  willful misconduct by the Plan Administrator or any of its members.
                  

              


      

      


      
        	
                8.5

              	
                Bank
                  Information.  To enable the Plan Administrator to perform
                  its functions, the Bank shall supply full and timely information
                  to the
                  Plan Administrator on all matters relating to the date and
                  circum­stances of the Disability, death, or Separation from Service of
                  the Executive, and such other pertinent information as the Plan
                  Administrator may reasonably require.


              


      

      


      
        	
                8.6

              	
                Annual
                  Statement. The Plan Administrator shall provide to the Executive,
                  within one hundred twenty (120) days after the end of each Plan
                  Year, a
                  statement setting forth the benefits to be distributed under this
                  Agreement. 

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Article
        9

      Miscellaneous

      


      
        	
                9.1

              	
                Binding
                  Effect.  This Agreement shall bind the Executive and the
                  Bank, and their beneficiaries, survivors, executors, administrators
                  and
                  transferees. 

              


      

      


      
        	
                9.2

              	
                No
                  Guarantee of
                  Employment.  This Agreement is not a contract for
                  employment.  It does not give the Executive the right to remain
                  as an employee of the Bank, nor does it interfere with the Bank's
                  right to
                  discharge the Executive.  It also does not require the Executive
                  to remain an employee nor interfere with the Executive's right
                  to
                  terminate employment at any time. 

              


      

      


      
        	
                9.3

              	
                Non-Transferability.  Benefits
                  under this Agreement cannot be sold, transferred, assigned, pledged,
                  attached or encumbered in any manner, except pursuant to the Executive’s
                  will or the laws of dissent and distribution.


              


      

      


      
        	
                9.4

              	
                Tax
                  Withholding and
                  Reporting.  The Executive is responsible for payment of
                  all taxes applicable to benefits paid or provided to Executive
                  under this
                  Agreement, except the employer portion of applicable federal, state
                  and
                  local employment tax obligations.  The Bank shall withhold any
                  taxes owed by the Executive that are required to be withheld, including
                  federal, state and local income and employment tax withholding
                  obligations, from the benefits provided under this Agreement or
                  from any
                  other compensation otherwise payable to the Executive.  The
                  Executive acknowledges that the Bank’s sole liability regarding such
                  withholding taxes is to forward any amounts withheld to the appropriate
                  taxing authority(ies).  The Executive agrees that appropriate
                  amounts for withholding may be deducted from the cash salary, bonus
                  or
                  other payments due to Executive by the Bank, including payments
                  due under
                  this Agreement.  If insufficient cash wages are available or if
                  Executive so desires, Executive may remit payment in cash for the
                  withholding amounts.  In addition, the Bank shall be responsible
                  for withholding and payment to appropriate taxing authority(ies)
                  of all
                  employment tax obligations required to be paid and withheld by
                  the Bank
                  pursuant to Code Section 3121(v) and regulations promulgated thereunder
                  or
                  any other applicable law on the present value of benefits hereunder
                  which
                  are vested but not yet payable.  In that regard, payment under
                  this Agreement may be accelerated to pay the FICA tax imposed under
                  Code
                  Sections 3101, 3121(a), and 3121(v)(2), where applicable, on benefits
                  paid
                  or provided to Executive under this Agreement (the “FICA Amount”) or to
                  pay the income tax at source on wages imposed under Code Section
                  3401 or
                  the corresponding withholding provisions of applicable state, local,
                  or
                  foreign tax laws as a result of the payment of the FICA Amount,
                  and to pay
                  the additional income tax at source on wages attributable to the
                  pyramiding Code Section 3401 wages and taxes; provided that the
                  total
                  amount accelerated pursuant to this sentence may not exceed the
                  aggregate
                  of the FICA Amount and the income tax withholding related to such
                  FICA
                  Amount.  Withholding and payment of any taxes under this Section
                  9.4 shall reduce the amount of the benefits otherwise payable to
                  the
                  Executive. 

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                9.5

              	
                Applicable
                  Law.  The Agreement and all rights hereunder shall be
                  governed by the laws of the State of Georgia, except to the extent
                  preempted by the laws of the United States of America.
                  

              


      

      


      
        	
                9.6

              	
                Unfunded
                  Arrangement.  The Executive and the Beneficiary are
                  general unsecured creditors of the Bank for the distribution of
                  benefits
                  under this Agreement.  The benefits represent the mere promise
                  by the Bank to distribute such benefits.  The rights to benefits
                  are not subject in any manner to anticipation, alienation, sale,
                  transfer,
                  assignment, pledge, encumbrance, attachment, or garnishment by
                  creditors.  Any insurance on the Executive's life or other
                  informal funding asset is a general asset of the Bank to which
                  the
                  Executive and Beneficiary have no preferred or secured claim.
                  

              


      

      


      
        	
                9.7

              	
                Reorganization. The
                  Bank shall
                  not merge or consolidate into or with another bank, or reorganize,
                  or sell
                  substantially all of its assets to another bank, firm, or person
                  unless
                  such succeeding or continuing bank, firm, or person agrees to assume
                  and
                  discharge the obligations of the Bank under this
                  Agreement.  Upon the occurrence of such event, the term “Bank”
                  as used in this Agreement shall be deemed to refer to the successor
                  or
                  survivor bank. 

              


      

      


      
        	
                9.8

              	
                Entire
                  Agreement. This
                  Agreement
                  constitutes the entire agreement between the Bank and the Executive
                  as to
                  the subject matter hereof.  No rights are granted to the
                  Executive by virtue of this Agreement other than those specifically
                  set
                  forth herein. 

              


      

      


      
        	
                9.9

              	
                Interpretation.  Wherever
                  the fulfillment of the intent and purpose of this Agreement requires,
                  and
                  the context will permit, the use of the masculine gender includes
                  the
                  feminine and use of the singular includes the plural.
                  

              


      

      


      
        	
                9.10

              	
                Alternative
                  Action.  In the event it shall become impossible for the
                  Bank or the Plan Administrator to perform any act required by this
                  Agreement, the Bank or Plan Administrator may in its discretion
                  perform
                  such alternative act as most nearly carries out the intent and
                  purpose of
                  this Agreement and is in the best interests of the Bank, provided
                  that
                  such alternative acts do not violate Section 409A of the Code.
                  

              


      

      


      
        	
                9.11

              	
                Headings.  Article
                  and section headings are for convenient reference only and shall
                  not
                  control or affect the meaning or construction of any of its provisions.
                  

              


      

      


      
        	
                9.12

              	
                Validity.  In
                  case any provision of this Agreement shall be illegal or invalid
                  for any
                  reason, said illegality or invalidity shall not affect the remaining
                  parts
                  hereof, but this Agreement shall be construed and enforced as if
                  such
                  illegal and invalid provision has never been inserted herein.
                  

              


      

      


      
        	
                9.13

              	
                Notice.  Any
                  notice or filing required or permitted to be given to the Bank
                  or Plan
                  Administrator under this Agreement shall be sufficient if in writing
                  and
                  hand-delivered, or sent by registered or certified mail, to the
                  address
                  below: 

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                Habersham
                  Bank

              
	
                201
                  North Washington St

              
	
                Clarkesville,
                  GA  30523

              


      

       

      Such
        notice shall be deemed given as of the date of delivery or, if delivery is
        made
        by mail, as of the date shown on the postmark on the receipt for registration
        or
        certification.

      


      Any
        notice or filing required or permitted to be given to the Executive under
        this
        Agreement shall be sufficient if in writing and hand-delivered, or sent by
        mail,
        to the last known address of the Executive.

      


      
        	
                9.14

              	
                Compliance
                  with
                  Section 409A.  This Agreement shall at all times be
                  administered and the provisions of this Agreement shall be interpreted
                  consistent with the requirements of Section 409A of the Code and
                  any and
                  all regulations thereunder, including such regulations as may be
                  promulgated after the Effective Date of this Agreement.
                  

              


      

      


      
        	
                9.15

              	
                Deduction
                  Limitation
                  on Benefit Payments.  If the Bank reasonably anticipates
                  that the Bank’s deduction with respect to any distribution under this
                  Agreement would be limited or eliminated by application of Code
                  Section
                  162(m), then to the extent deemed necessary by the Bank to ensure
                  that the
                  entire amount of any distribution from this Agreement is deductible,
                  the
                  Bank may delay payment of any amount that would otherwise be distributed
                  under this Agreement.  The delayed amounts shall be distributed
                  to the Executive (or the Beneficiary in the event of the Executive's
                  death) at the earliest date the Bank reasonably anticipates that
                  the
                  deduction of the payment of the amount will not be limited or eliminated
                  by application of Code Section 162(m).


              


      

      


      IN
        WITNESS WHEREOF, the Executive and a duly authorized representative of the
        Bank
        have signed this Agreement.

      


      


      
        	
                Executive:

              	 	
                Bank:

              
	 	 	 	 
	 	 	
                Habersham
                  Bank

              
	 	 	 	 
	
                /s/
                  Edward D. Ariail

              	 	
                By:

              	
                /s/
                  David D.
                  Stovall

              
	
                Edward
                  D. Ariail

              	 	 	 
	 	 	
                Title:   
                  

              	
                Chief
                  Executive Officer

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      HABERSHAM
        BANCORP

      
        Supplemental
          Executive Retirement Plan Agreement

        BENEFICIARY
          DESIGNATION FORM

        
          

          

        

      

      
        	
                £

              	
                New
                  Designation 

              


      

      
        	
                £

              	
                Change
                  in Designation 

              


      

      


      I,
Edward
        D.
        Ariail , designate the following as Beneficiary under the
        Agreement:

      


      
        	 	
                Primary:

              	 	 	 	 	 
	 	 	 	 	 	
                %

              	 
	 	 	 	 	 	 	 
	 	 	 	 	 	
                %

              	 
	 	 	 	 	 	 	 
	 	
                Contingent:

              	 	 	 	 	 
	 	 	 	 	 	
                %

              	 
	 	 	 	 	 	 	 
	 	 	 	 	 	
                %

              	 
	 	 	 	 	 	 	 


      

      Notes:
        

      
        	
                 

              	
                ·

              	
                Please
                  PRINT CLEARLY or TYPE
                  the names of the
                  beneficiaries.

              


      

      
        	
                 

              	
                ·

              	
                To
                  name a trust as Beneficiary,
                  please provide the name of the trustee(s) and the exactname
                  and date of the trust
                  agreement.

              


      

      
        	
                 

              	
                ·

              	
                To
                  name your estate as
                  Beneficiary, please write “Estate of [your
                  name]”.

              


      

      
        	
                 

              	
                ·

              	
                Be
                  aware that none of the
                  contingent beneficiaries will receive anything unless ALL of the
                  primary
                  beneficiaries predecease
                  you.

              


      

      


      I
        understand that I may change these beneficiary designations by delivering
        a new
        written designation to the Plan Administrator, which shall be effective only
        upon receipt and acknowledgment by the Plan Administrator prior to my
        death.  I further understand that the designations will be
        automatically revoked if the Beneficiary predeceases me, or, if I have named
        my
        spouse as Beneficiary and our marriage is subsequently dissolved.

      


      
        	
                Name:

              	 	
                Edward
                  D. Ariail

              	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                Signature:

              	
                 

              	 	
                 

              	
                Date:

              	 	 	 


      

      


      Received
        by the Plan Administrator this ________ day of ___________________,
        2___

      


      
        	
                By:

              	
                 

              	 	 
	 	 	 	 
	
                Title: