ex10_1.htm


    
      
        

      

    

    
      Exhibit
        10.1

       

      HABERSHAM
        BANCORP

      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 BANCORP, a Georgia corporation, and
        DAVID D. STOVALL (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 Corporation.  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 Corporation 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 Corporation, under Generally Accepted Accounting
                  Principles
                  (“GAAP”), for the Corporation’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

              	
                “Bank”
means
                  Habersham Bank. 

              


      

      


      
        	
                1.3

              	
                “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 Corporation 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 Corporation; 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. 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                1.4

              	
                “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. 

              


      

      


      
        	
                1.5

              	
                “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.
                  

              


      

      


      
        	
                1.6

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

              


      

      


      
        	
                1.7

              	
                “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)

                  	
                    he
                      sale, transfer or assignment of all or substantially all of
                      the assets of
                      the Corporation to any third party.


                  


          

        

      

      


      
        	
                1.8

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


              


      

      


      
        	
                1.9

              	
                “Corporation”
                  means Habersham Bancorp. 

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      
        	
                1.10

              	
                “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
                  Corporation.  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
                  Corporation.  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.
                  

              


      

      


      
        	
                1.11

              	
                “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.
                  

              


      

      


      
        	
                1.12

              	
                “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. 

              


      

      


      
        	
                1.13

              	
                “Effective
                  Date”
                  means January 1, 2008. 

              


      

      


      
        	
                1.14

              	
                “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
                  Corporation prior to Separation from Service.  If the Executive
                  does not have three (3) consecutive and complete years of employment
                  with
                  the Corporation 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 Corporation
                  credited
                  to the Executive and the annualized Base Annual Salary for any
                  partial
                  period of employment ending immediately prior to the Separation
                  from
                  Service. 

              


      

      


      
        	
                1.15

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

              


      

      


      
        	
                1.16

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

              


      

      


      
        	
                1.17

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

              


      

      


      
        	
                1.18

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

              


      

      


      
        	
                1.19

              	
                “Projected
                  Benefit” means fifty percent (50%) of Projected Final Pay.
                  

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      
        	
                1.20

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

              


      

      


      
        	
                1.21

              	
                “Separation
                  from Service”
means
                  the
                  termination of the Executive’s
                  employment with
                  the Corporation
                  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 Corporationand
                  the
                  Executive intended for the Executive to provide significant services
                  for
                  the Corporationfollowing
                  such termination.  A Separation from Service will nothave
                  occurred if:

              


      

      


      
        	
                 

              	
                (a)

              	
                the
                  Executive continues to provide services as an employee of the Corporationat
                  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 Corporationin
                  a
                  capacity other than as an employee of the Corporationat
                  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
Corporationis
        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.

      


      
        	
                1.22

              	
                “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 Corporation; or
                  

              


      

      
        	
                 

              	
                (b)

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

              


      

      
        	
                 

              	
                (c)

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

              


      

      


      Article
        2

      Distributions
        During Lifetime

      


      
        	
                2.1

              	
                Normal
                  Retirement
                  Benefit.  Upon the Normal Retirement Date, the
                  Corporation 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
                  fifty percent (50%) of Final Pay. 

              


      

      


      
        	
              	
                2.1.2

              	
                Distribution
                  of
                  Benefit.  The Corporation 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 Corporation 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 Corporation 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
                  Corporation 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 Corporation 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 Corporation
                  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 Corporation
                  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 Corporation 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 Corporation
                  has accrued with respect to the Corporation’s obligations hereunder that
                  is required to be included in the Executive’s income.  The
                  Corporation shall distribute to the Executive such amount in immediately
                  available funds in an amount equal to the portion of the amount
                  the
                  Corporation has accrued with respect to the Corporation’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 Corporation has accrued with respect
                  to the
                  Corporation’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 Corporation 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 Corporation 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 Corporation 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 Corporation 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 Corporation shall pay
                  a lump
                  sum benefit to the Beneficiary equal to the Executive’s Account Value at
                  the time of death. The Corporation 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 Corporation 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 Corporation shall not distribute any benefit
                  under
                  this Agreement if the Executive’s employment with the Corporation 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 Corporation 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 Corporation shall not pay any benefit
                  under this Agreement if the Executive, without the prior written
                  consent
                  of the Corporation, 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 Corporation
                  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 Corporation engage in any business which is the same as or
                  essentially
                  the same as the business of the Corporation and its affiliates
                  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 Corporation; 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; 

              


      

      
        	
                 

              	
                (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
                  

              


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (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
                  Corporation and the Executive.  However, the Corporation may
                  unilaterally amend this Agreement to conform to written directives
                  to the
                  Corporation 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 Corporation 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 Corporation 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 Corporation'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 Corporation’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 Corporation’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 Corporation does not adopt any new non-account
                  balance plans for a minimum of five (5) years following the date
                  of such
                  termination; 

              


      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      the
        Corporation 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 Corporation.
                  

              


      

      


      
        	
                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 Corporation 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

              	
                Corporation
                  Information.  To enable the Plan Administrator to perform
                  its functions, the Corporation 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
                  Corporation, 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 Corporation, nor does it interfere with the
                  Corporation'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 Corporation 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 Corporation’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 Corporation, 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 Corporation
                  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 Corporation 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 Corporation for the distribution
                  of
                  benefits under this Agreement.  The benefits represent the mere
                  promise by the Corporation 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
                  Corporation
                  to which the Executive and Beneficiary have no preferred or secured
                  claim.
                  

              


      

      


      
        	
                9.7

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

              


      

      


      
        	
                9.8

              	
                Entire
                  Agreement. This
                  Agreement
                  constitutes the entire agreement between the Corporation 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
                  Corporation or the Plan Administrator to perform any act required
                  by this
                  Agreement, the Corporation 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 Corporation,
                  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.
                  

              


      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      
        	
                9.13

              	
                Notice.  Any
                  notice or filing required or permitted to be given to the Corporation
                  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: 

              


      

       

      
        	
                Habersham
                  Bancorp

              
	
                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 Corporation reasonably
                  anticipates that the Corporation’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 Corporation to ensure that the entire amount of any distribution
                  from
                  this Agreement is deductible, the Corporation 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 Corporation 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
        Corporation have signed this Agreement.

      


      


      
        	
                Executive:

              	 	
                Corporation:

              
	 	 	 
	 	 	
                Habersham
                  Bancorp

              
	 	 	 
	
                /s/
                  David D. Stovall

              	 	
                By  /s/
                  Thomas A. Arrendale,
                  III

              
	
                David
                  D. Stovall

              	 	 
	 	 	
                Title:  Chairman

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      HABERSHAM
        BANCORP

      
        Supplemental
          Executive Retirement Plan Agreement

        BENEFICIARY
          DESIGNATION FORM

        
          

          

        

      

      
        	
                £

              	
                New
                  Designation 

              


      

      
        	
                £

              	
                Change
                  in Designation 

              


      

      


      I,
        David
        D. Stovall, 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:

              	 	
                David
                  Stovall

              	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                Signature:

              	
              	 	
              	
                Date:

              	 	 	 


      

      


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

      


      
        	
                By:

              	 	 	 
	 	 	 	 
	
                Title: