EXHIBIT 10.5
<PAGE>

                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

                               EXECUTIVE AGREEMENT


         THIS  AGREEMENT is made and entered into this ____ day of  ____________
by and between  Heritage  Bank, a Bank  organized and existing under the laws of
the  State  of  Georgia,   (hereinafter   referred  to  as  the,  "Bank"),   and
_______________  an  Executive  of the  Bank  (hereinafter  referred  to as the,
"Executive").

         WHEREAS,  the  Executive is now in the employ of the Bank,  and has for
many years  faithfully  served  the Bank.  It is the  consensus  of the Board of
Directors  (hereinafter  referred  to as  the,  "Board")  that  the  Executive's
services have been of exceptional  merit, in excess of the compensation paid and
an invaluable  contribution to the profits and position of the Bank in its field
of  activity.  The  Board  further  believes  that the  Executive's  experience,
knowledge of corporate  affairs,  reputation  and industry  contacts are of such
value, and the Executive's  continued services so essential to the Bank's future
growth and  profits,  that it would  suffer  severe  financial  loss  should the
Executive terminate their service on the Board;

         ACCORDINGLY,   the  Board  has  adopted  the  Heritage  Bank  Executive
Supplemental  Retirement Plan (hereinafter referred to as the, "Executive Plan")
and it is the desire of the Bank and the Executive to enter into this  agreement
which the Bank will agree to make  certain  payments to the  Executive  upon the
Executive's  retirement and to the Executive's  beneficiary(ies) in the event of
the Executives's death pursuant to the Executive Plan;

         FURTHERMORE, it is the intent of the parties hereto that this Executive
Plan be  considered  an unfunded  arrangement  maintained  primarily  to provide
supplemental  retirement  benefits  for the  Executive,  and to be  considered a
non-qualified  benefit plan for purposes of the Employee Retirement Security Act
of 1974,  as amended  ("ERISA").  The  Executive is fully  advised of the bank's
financial  status and has had  substantial  input in the design and operation of
this benefit plan; and

         NOW THEREFORE, in consideration of services the Executive has performed
in the past and those to be performed  in the future,  and based upon the mutual
promises and covenants  herein  contained,  the Bank and the Executive  agree as
follows:

I.       DEFINITIONS

         A.       Effective Date:
                  --------------

                  The Effective Date of the Plan shall be _____________________.

         B.       Plan Year:
                  ---------

                  Any  reference  to the "Plan Year" shall mean a calendar  year
                  from   January   1st  to  December   31st.   In  the  year  of
                  implementation, the term the "Plan Year" shall mean the period
                  from the  Effective  Date to December  31st of the year of the
                  Effective Date.

         C.       Retirement Date:
                  ---------------

                  Retirement  Date shall mean  retirement  from service with the
                  Bank which becomes  effective on the first day of the calendar
                  month  following the month in which the Executive  reaches age
                  sixty-five  (65)  or such  later  date  as the  Executive  may
                  actually retire.
<PAGE>

         D.       Termination of Service:
                  ----------------------

                  Termination  of Service shall mean the  Executive's  voluntary
                  resignation   of  service  by  the  Executive  or  the  Bank's
                  discharge of the Executive without cause,  prior to the Normal
                  Retirement Age [Subparagraph (J)].

         E.       Pre-Retirement Account:
                  ----------------------

                  A  Pre-Retirement  Account shall be established as a liability
                  reserve  account  on the books of the Bank for the  benefit of
                  the Executive. Prior to the Executive's Termination of Service
                  or the  Executive's  retirement,  whichever  event shall first
                  occur,  such liability  reserve  account shall be increased or
                  decreased each Plan Year, until the aforestated  event occurs,
                  by the Index Retirement Benefit [Subparagraph I (F)].

         F.       Index Retirement Benefit:
                  ------------------------

                  The  Index  Retirement  Benefit  for  each  Executive  in  the
                  Executive Plan for each Plan Year shall be equal to the excess
                  (if any) of the Index  [Subparagraph I (G)] for that Plan Year
                  over the Opportunity  Cost  [Subparagraph I (H)] for that Plan
                  Year, divided by a factor equal to 1.13 minus the marginal tax
                  rate.

         G.       Index:
                  -----

                  The  Index  for any Plan Year  shall be the  aggregate  annual
                  after-tax income from the life insurance contract(s) described
                  hereinafter as defined by FASB Technical  Bulletin 85-4.  This
                  Index shall be applied as if such insurance  contract(s)  were
                  purchased on the Effective Date of the Executive Plan.

              Insurance Company:           Alexander Hamilton Life Insurance Co.

              Policy Form:                 Flexible Premium Adjustable Life

              Policy Name:                 Executive Security Plan IV

              Insured's Age and Sex:       ________________

              Riders:                      None

              Option:                      None

              Face Amount:                 ________

              Premiums Paid:               ________

              Number of Premium Payments:  One

              Assumed Purchase Date:       ________________


                                       2
<PAGE>




              Insurance Company:             Union Central Life Insurance Co.
              Policy Form:                   Flexible Premium Adjustable Life
              Policy Name:                   COLI UL
              Insured's Age and Sex:         ________________
              Riders:                        None
              Ratings:                       None
              Option:                        Level
              Face Amount:                   ________________
              Premiums Paid:                 ________________
              Number of Premiums Paid:       One
              Assumed Purchase Date:         ________________

                  If such contracts of life insurance are actually  purchased by
                  the Bank,  then the actual  policies as of the dates they were
                  actually  purchased shall be used in  calculations  under this
                  Executive  Plan. If such  contracts of life  insurance are not
                  purchased or are subsequently  surrendered or lapsed, then the
                  Bank shall receive annual policy illustrations that assume the
                  above-described   policies   were   purchased   or   had   not
                  subsequently surrendered or lapsed, which illustration will be
                  received  from the  respective  insurance  companies  and will
                  indicate  the  increase  in  policy  values  for  purposes  of
                  calculating the amount of the Index.

                  In either case, references to the life insurance contracts are
                  merely for purposes of calculating a benefit.  The Bank has no
                  obligation to purchase such life  insurance and, if purchased,
                  the  Executives  and  their  beneficiary(ies)  shall  have  no
                  ownership  interest  in such  policy and shall  always have no
                  greater  interest in the benefits  under this  Executive  Plan
                  than that of an unsecured creditor of the Bank.

         H.       Opportunity Cost:
                  ----------------

                  The  Opportunity  Cost  Expense  for any  Plan  Year  shall be
                  calculated by taking the sum of the amount of premiums for the
                  life insurance policies described in the definition of "Index"
                  plus  the  amount  of  any  after-tax  benefits  paid  to  any
                  Executive   pursuant  to  the  Executive  Plan  (Paragraph  II
                  hereinafter)  plus the amount of all previous years  after-tax
                  Opportunity  Cost,  and  multiplying  that sum by the  average
                  annualized after-tax yield of a one-year Treasury bill for the
                  Plan Year.

                                       3
<PAGE>

         I.       Change of Control:
                  -----------------

                  Change of Control means the  cumulative  transfer of more than
                  fifty  percent  (50%) of the voting stock of the Bank from the
                  Effective  Date of this  Executive  Plan.  For the purposes of
                  this Executive Plan,  transfers on account of deaths or gifts,
                  transfers  between  family members or transfers to a qualified
                  retirement plan maintained by the Bank shall not be considered
                  in determining whether there has been a Change of Control.

         J.       Normal Retirement Age:
                  ---------------------

                  Normal  Retirement  Age  shall  mean  the  date on  which  the
                  Executive attains age sixty-five (65).


II.      INDEX BENEFITS

         A.       Retirement Benefits:
                  -------------------

                  Subject to Subparagraph II (D)  hereinafter,  an Executive who
                  remains  on  the  Board  until  the  Normal   Retirement   Age
                  [Subparagraph  I (J)] shall be entitled to receive the balance
                  in  the  Pre-Retirement  Account  in  ten  (10)  equal  annual
                  installments   commencing   thirty  (30)  days  following  the
                  Executive's  retirement.  In  addition to these  payments  and
                  commencing  in  conjunction  therewith,  the Index  Retirement
                  Benefit  [Subparagraph I (F)] for each Plan year subsequent to
                  the  Executive's  retirement,   and  including  the  remaining
                  portion of the Plan Year following said  retirement,  shall be
                  paid to the Executive until the Executive's death.

         B.       Termination of Service:
                  ----------------------

                  Subject  to  Subparagraph  II  (D)   hereinbelow,   should  an
                  Executive  suffer a Termination of Service the Executive shall
                  be  entitled  to receive  the  balance  in the  Pre-Retirement
                  Account  payable to the  Executive  in ten (10)  equal  annual
                  installments   commencing   thirty  (30)  days  following  the
                  Executive's  Normal  Retirement Age  [Subparagraph  I (J)]. In
                  addition  to these  payments  and  commencing  in  conjunction
                  therewith,  the Index  retirement  Benefit  for each Plan Year
                  subsequent to the year in which the Executive  attains  Normal
                  Retirement  Age, and including  the  remaining  portion of the
                  Plan Year in which the  Executive  attains  Normal  Retirement
                  Age,  shall be paid to the  Executive  until  the  Executive's
                  death.

         C.       Death:
                  -----

                  Should the Executive die prior to having  received the balance
                  of the Pre-Retirement Account the Executive may be entitled to
                  under the terms of this  Executive  Plan,  the  entire  unpaid
                  balance of the  Executive's  Pre-Retirement  account  shall be
                  paid  in a lump  sum  to the  individual  or  individuals  the
                  Executive  may have  designated  in writing and filed with the
                  Bank.  In  the  absence  of  any  effective   designation   of
                  beneficiary(ies),  the  unpaid  balance  shall  be paid as set
                  forth herein to the duly qualified  executor or  administrator
                  of the Executive's estate. Said payment due hereunder shall be
                  made the first day of the

                                       4
<PAGE>

                  second  month   following  the  decease  of   the   Executive.
                  Provided, however, that anything hereinabove to  the  contrary
                  notwithstanding, no death benefit shall be  payable  hereunder
                  if the  Executive  dies on or  before  the  14th  day of July,
                  2001.

         D.       Termination of Service and Discharge for Cause:
                  ----------------------------------------------

                  Should the executive  suffer a Termination of Service prior to
                  having been  employed by the Bank for five (5) full years from
                  the date of first  employment,  or be Discharged  for Cause at
                  any time, all benefits,  under this Executive Plan, except the
                  Deferral  Benefits  (Paragraph III),  shall be forfeited.  the
                  term for "cause" shall mean any of the  following  that result
                  in an  adverse  effect on the Bank:  (i) gross  negligence  or
                  gross  neglect;  (ii)  the  commission  of a  felony  or gross
                  misdemeanor  involving moral turpitude,  fraud, or dishonesty;
                  (iii) the willful  violation of any law,  rule,  or regulation
                  (other than a traffic violation or similar  offense);  (iv) an
                  intentional  failure to perform stated duties; or (v) a breach
                  of fiduciary  duty  involving  personal  profit.  If a dispute
                  arises as to  discharge  for "cause",  such  dispute  shall be
                  resolved by arbitration as set forth in this Executive Plan.

                  (i) Deferral  Benefits:  As stated  herein,  if the  Executive
                  should  suffer  a  Termination  of  Service  pursuant  to this
                  Subparagraph  II (D),  the  Executive  shall  be  entitled  to
                  Deferral  Benefits  as set forth in  Paragraph  III,  and said
                  benefits  shall be payable  within  thirty  (30) days from the
                  date of said Termination of Service.

         E.       Disability Benefit:
                  ------------------

                  In  the  event  the  Executive   becomes   disabled  prior  to
                  Termination  of Service,  and the  Executive's  employment  is
                  terminated  because of such  disability,  the Executive  shall
                  immediately  begin receiving the benefits in Subparagraph  III
                  (A) above.  Such  benefit  shall begin  without  regard to the
                  Executive's  Normal  Retirement Age and the Executive shall be
                  one  hundred  percent  (100%)  vested  in the  entire  benefit
                  amount.  If there is a dispute regarding whether the Executive
                  is  disabled,  such  dispute  shall be resolved by a physician
                  selected by the Bank and such resolution shall be binding upon
                  all parties to this Agreement.

         F.       Death Benefit:
                  -------------

                  Except as set forth above,  there is no death benefit provided
                  under this Agreement.


III.     DEFERRAL BENEFITS

         A.       Deferral Election:
                  -----------------

                  Any  executive  wishing  to defer  any  portion  or all of the
                  Executive's  salary  may  elect  to  defer  up to one  hundred
                  percent  (100%) each year for a maximum of five (5) years.  At
                  the end of the five  year  period,  the Board  shall  have the
                  option of extending the deferral period for any amount of time
                  it shall deem to be  appropriate.  The executive will make the
                  election to defer by filing with the Bank a written  statement
                  setting  forth the amount and  timing of the  deferrals.  This
                  statement  must be filed prior to having  earned the  deferred
                  income.

                                       5
<PAGE>

         B.       Deferred Compensation Account:
                  -----------------------------

                  The Bank shall  establish a Deferred  Compensation  Account in
                  the name of the  Executive  and credit that  account  with the
                  deferrals. The Bank shall also credit interest to the Deferred
                  Compensation  Account  balance on December  31st of each year.
                  The  interest  rate  credited  shall  be 150% of the  one-year
                  Treasury bill each year, with a minimum interest credited each
                  year of six percent (6%).

         C.       Retirement, Disability, Termination of Service or Death:
                  -------------------------------------------------------

                  Upon  the  Executive's  Retirement  Date  or  Disability,  the
                  balance of the Executive's Deferred Compensation Account shall
                  be payable  to the  Executive  as set forth in this  Agreement
                  [Subparagraphs  II (A) & (E)]. Should the Executive dies while
                  there is a balance in the  Executive's  Deferred  Compensation
                  Account,  such balance shall be paid pursuant to  Subparagraph
                  II (C).  If the  Executive  should  suffer  a  Termination  of
                  Service under the terms of this Agreement  [Subparagraphs I(D)
                  and II (D)],  then the  Executive  shall begin  receiving  the
                  balance  in  the  Executive's  Deferred  Compensation  Account
                  within thirty (30) days following said termination.


IV.      RESTRICTIONS UPON FUNDING

         The Bank shall have no obligation to set aside,  earmark or entrust any
         fund or money with  which to pay its  obligation  under this  Executive
         Plan.  The  Executive,  their  beneficiary(ies),  or any  successor  in
         interest  shall be and remain simply a general  creditor of the Bank in
         the same  manner  as any  other  creditor  having a  general  claim for
         matured and unpaid compensation.

         The Bank reserves the absolute right, at its sole discretion, to either
         fund the  obligations  undertaken by this  Executive Plan or to refrain
         from funding the same and to determine the extent, nature and method of
         such  funding.  Should the Bank elect to fund this  Executive  Plan, in
         whole or in part, through the purchase of life insurance, mutual funds,
         disability policies or annuities, the Bank reserves the absolute right,
         in its sole discretion, to terminate such funding at any time, in whole
         or in part.  At no time shall any  Executive be deemed to have any lien
         nor right,  title or interest in or to any specific funding  investment
         or to any assets of the Bank.

         If the Bank elects to invest in a life insurance, disability or annuity
         policy upon the life of the Executive,  then the Executive shall assist
         the Bank by freely  submitting to a physical  exam and  supplying  such
         additional information necessary to obtain such insurance or annuities.


V.       CHANGE IN CONTROL

         Upon a  Change  of  Control  [Subparagraph  I  (I)],  if the  Executive
         subsequently  suffers a Termination  of Service  [Subparagraph  I (D)],
         then  the  Executive  shall  receive  the  benefits  promised  in  this
         Executive  Plan  upon  attaining  Normal  Retirement  Age,  as  if  the
         Executive  had  been  continuously  employed  by  the  Bank  until  the
         Executive's  Normal  Retirement  Age.  The  Executive  will also remain
         eligible for all promised  death  benefits in this  Executive  Plan. In
         addition, no sale, merger or consolidation of the Bank shall take place
         unless  the  new  or  surviving  entity   expressly   acknowledges  the
         obligations under this Executive Plan and agrees to abide by its terms.


                                       6
<PAGE>

VI.      MISCELLANEOUS

         A.       Alienability and Assignment Prohibition:
                  ---------------------------------------

                  Neither the Executive,  nor the Executive's  surviving spouse,
                  nor any other beneficiary(ies) under this Executive Plan shall
                  have  any  power or right  to  transfer,  assign,  anticipate,
                  hypothecate,  mortgage,  commute, modify or otherwise encumber
                  in advance any of the benefits payable hereunder nor shall any
                  of said  benefits be subject to seizure for the payment of any
                  debts, judgments,  alimony or separate maintenance owed by the
                  Executive  or  the   Executive's   beneficiary(ies),   nor  be
                  transferable  by operation of law in the event of  bankruptcy,
                  insolvency  or  otherwise.  In the event the  Executive or any
                  beneficiary attempts assignment,  commutation,  hypothecation,
                  transfer  or disposal of the  benefits  hereunder,  the Bank's
                  liabilities shall forthwith cease and terminate.

         B.       Binding Obligation of the Bank and any Successor in Interest:
                  ------------------------------------------------------------

                  The Bank shall not merge or  consolidate  into or with another
                  bank or sell  substantially all of its assets to another bank,
                  firm or person  until  such  bank,  firm or  person  expressly
                  agrees,  in writing,  to assume and  discharge  the duties and
                  obligations  of the  Bank  under  this  Executive  Plan.  This
                  Executive Plan shall be binding upon the parties hereto, their
                  successors, beneficiaries, heir and personal representatives.

         C.       Amendment or Revocation:
                  -----------------------

                  It is agreed by and between the parties  hereto  that,  during
                  the  lifetime of the  Executive,  this  Executive  Plan may be
                  amended or revoked at any time or times,  in whole or in part,
                  by the mutual written consent of the Executive and the Bank.

         D.       Gender:
                  ------

                  Whenever  in  this  Executive  Plan  words  are  used  in  the
                  masculine or neuter  gender,  they shall be read and construed
                  as in the masculine,  feminine or neuter gender, whenever they
                  should so apply.

         E.       Effect on Other Bank Benefit Plans:
                  ----------------------------------

                  Nothing  contained  in this  Executive  Plan shall  affect the
                  right of the Executive to  participate in or be covered by any
                  qualified or  non-qualified  pension,  profit-sharing,  group,
                  bonus or other  supplemental  compensation  or fringe  benefit
                  plan  constituting  a part of the  Bank's  existing  or future
                  compensation structure.

         F.       Headings:
                  --------

                  Headings and  subheadings  in this Executive Plan are inserted
                  for reference and  convenience  only and shall not be deemed a
                  part of this Executive Plan.


                                       7
<PAGE>

         G.       Applicable Law:
                  --------------

                  The validity and  interpretation  of this  Agreement  shall be
                  governed by the laws of the State of Georgia.

         H.       12 U.S.C.ss.1828(k):
                  -------------------

                  Any payments made to the Executive  pursuant to this Executive
                  Plan, or otherwise,  are subject to and conditioned upon their
                  compliance  with  12  U.S.C.  ss.1828(k)  or  any  regulations
                  promulgated thereunder.

         I.       Partial Invalidity:
                  ------------------

                  If  any  term,  provision,  covenant,  or  condition  of  this
                  Executive  Plan is determined by an arbitrator or a court,  as
                  the case may be, to be invalid,  void, or unenforceable,  such
                  determination  shall not  render  any other  term,  provision,
                  covenant,  or condition invalid,  void, or unenforceable,  and
                  the  Executive  Plan  shall  remain in full  force and  effect
                  notwithstanding such partial invalidity.

         J.       Employment:
                  ----------

                  No  provision  of this  Executive  Plan  shall  be  deemed  to
                  restrict or limit any  existing  employment  agreement  by and
                  between the Bank and the  Executive,  nor shall any conditions
                  herein create specific  employment rights to the Executive nor
                  limit the right of the  Employer to  discharge  the  Executive
                  with or without  cause.  In an similar  fashion,  no provision
                  shall limit the  Executive's  rights to voluntarily  sever the
                  Executive's employment at any time.


VII.     ERISA PROVISION

         A.       Named Fiduciary and Plan Administrator:
                  --------------------------------------

                  The "Named Fiduciary and Plan Administrator" of this Executive
                  Plan shall be Heritage Bank until its  resignation  or removal
                  by the Board. As Named Fiduciary and Plan  Administrator,  the
                  Bank shall be  responsible  for the  management,  control  and
                  administration  of the Executive Plan. The Named Fiduciary may
                  delegate  to others  certain  aspects  of the  management  and
                  operation responsibilities of the Executive Plan including the
                  employment  of  advisors  and the  delegation  of  ministerial
                  duties to qualified individuals.

         B.       Claims Procedure and Arbitration:
                  --------------------------------

                  In the  event  a  dispute  arises  over  benefits  under  this
                  Executive  Plan and benefits are not paid to the Executive (or
                  to  the  Executive's  beneficiary(ies)  in  the  case  of  the
                  Executive's  death) and such  claimants feel they are entitled
                  to receive such benefits, then a written claim must be made to
                  the Named Fiduciary and Plan Administrator  named above within
                  sixty (60) days from the date payments are refused.  The Named
                  Fiduciary  and Plan  Administrator  shall  review the  written
                  claim and if the claim is  denied,  in whole or in part,  they
                  shall provide in writing  within sixty (60) days of receipt of
                  such claim its specific

                                       8
<PAGE>

                    reasons for such denial, reference to the provisions of this
                    Executive  Plan  upon  which  the  denial  is based  and any
                    additional material or information  necessary to perfect the
                    claim.  Such  written  notice  shall  further  indicate  the
                    additional  steps  to be  taken by  claimants  if a  further
                    review of the  claim  denial is  desired.  A claim  shall be
                    deemed denied if the Named Fiduciary and Plan  Administrator
                    fail to take  any  action  within  the  aforesaid  sixty-day
                    period.

                    If  claimants  desire a second  review they shall notify the
                    Named  Fiduciary and Plan  Administrator  in writing  within
                    sixty (60) days of the first  claim  denial.  Claimants  may
                    review this Executive Plan or any documents relating thereto
                    and  submit any  written  issues  and  comments  it may feel
                    appropriate.  In their sole discretion,  the Named Fiduciary
                    and Plan  Administrator  shall then review the second  claim
                    and  provide a written  decision  within  sixty (60) days of
                    receipt of such claim.  This decision  shall  likewise state
                    the  specific  reasons for the  decision  and shall  include
                    reference to specific  provisions of the Plan Agreement upon
                    which the decision is based.

                    If  claimants  continue to dispute the benefit  denial based
                    upon  completed  performance  of this  Executive Plan or the
                    meaning and effect of the terms and conditions thereof, then
                    claimants may submit the dispute to an Arbitrator  for final
                    arbitration.  The  Arbitrator  shall be  selected  by mutual
                    agreement  of the Bank  and the  claimants.  The  Arbitrator
                    shall  operate  under  any  generally   recognized   set  of
                    arbitration  rules.  The parties  hereto agree that they and
                    their  heirs,  personal   representatives,   successors  and
                    assigns  shall be bound by the  decision of such  Arbitrator
                    with respect to any controversy properly submitted to it for
                    determination.

                    Where a dispute  arises as to the  Bank's  discharge  of the
                    Executive  for  "cause",  such  dispute  shall  likewise  be
                    submitted to arbitration as above-described  and the parties
                    hereto agree to be bound by the decision thereunder.


VIII.  TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW,
       RULES OR REGULATIONS

         The Bank is  entering  into this  Agreement  upon the  assumption  that
         certain  existing  tax laws,  rules and  regulations  will  continue in
         effect in their current form. If any said assumptions should change and
         said change has a detrimental  effect on this Executive  Plan, then the
         Bank  reserves  the  right  to  terminate  or  modify  this   Agreement
         accordingly. Provided, however, that the Executive shall be entitled to
         receive at least  his/her  Executive's  Deferred  Compensation  Account
         including  interest  earned.  Upon a Change of Control  [Subparagraph I
         (I)], this paragraph  shall become null and void effective  immediately
         upon said Change of Control.


                                       9
<PAGE>

         IN  WITNESS  WHEREOF,  the  parties  hereto  acknowledge  that each has
carefully read this Agreement and executed the original thereof on the __ day of
__________________  and that,  upon  execution,  each has  received a conforming
copy.

                                                 HERITAGE BANK
                                                 Jonesboro, Georgia





---------------------------------                -------------------------------
Witness                                          Title



---------------------------------                -------------------------------
Witness                                          Title

<PAGE>



                                 LIFE INSURANCE

                      ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                                    AGREEMENT



Insurer:                Alexander Hamilton Life Insurance Co.
                        Union Central Life Insurance Co.

Policy Number:          ________________

Bank:                   Heritage Bank

Insured:                ________________

Relationship of Insured to Bank:    Executive


The  respective  rights  and  duties  of the Bank and the  Insured  in the above
referenced policy shall be pursuant to the terms set forth below:


   I.    DEFINITIONS

         Refer to the policy  contract for the  definition  of all terms in this
         Agreement.


  II.    POLICY TITLE AND OWNERSHIP

         Title and  ownership  shall  reside in the Bank for its use and for the
         use of the  insured all in  accordance  with this  Agreement.  the Bank
         alone may, to the extent of its interest,  exercise the right to borrow
         or withdraw on the policy cash  values.  Where the Bank and the Insured
         (or  assignee,  with the  consent  of the  Insured)  mutually  agree to
         exercise  the right to increase the  coverage  under the subject  Split
         Dollar policy,  the, in such event, the rights,  duties and benefits of
         the parties to such increased  coverage shall continue to be subject to
         the terms of this Agreement.


 III.    BENEFICIARY DESIGNATION RIGHTS

         The Insured (or assignee) shall have the right and power to designate a
         beneficiary  or  beneficiaries  to receive the  Insured's  share of the
         proceeds payable upon the death of the Insured, and to elect and change
         a payment option for such beneficiary, subject to any right or interest
         the Bank may have in such proceeds, as provided in this Agreement.


                                       1
<PAGE>

 IV.     PREMIUM PAYMENT METHOD

         The Bank  shall pay an amount  equal to the  planned  premiums  and any
         other premium  payments that might become  necessary to keep the policy
         in force.


  V.     TAXABLE BENEFIT

         Annually  the  Insured  will  receive  a taxable  benefit  equal to the
         assumed cost of insurance as required by the Internal  Revenue Service.
         The Bank (or its  administrator)  will report to the Insured the amount
         of imputed income each year on Form W-2 or its equivalent.


 VI.     DIVISION OF DEATH PROCEEDS

          Subject to  Paragraphs  VII and IX herein,  the  division of the death
          proceeds of the policy is as follows:

          A.   should the  Insured by  employed by the Bank and die on or before
               the 14th  day of  July,  2001,  the  Insured's  beneficiary(ies),
               designated in accordance with Paragraph III, shall be entitled to
               an amount equal to one hundred  percent (100%) of the net at risk
               insurance  portion  of the  proceeds.  The net at risk  insurance
               portion is the total proceeds less the cash value of the policy.

          B.   Should the Insured by employed by the Bank and die  subsequent to
               the 14th  day of July,  20001,  the  Insured's  beneficiary(ies),
               designated in accordance with paragraph III, shall be entitled to
               an  amount  equal  to  eighty  percent  (80%)  of the net at risk
               insurance  portion  of the  proceeds.  The net at risk  insurance
               portion is the total proceeds less the cash value of the policy.

          C.   Should the Insured not be employed by the Bank at the time of his
               or her death and die on or before the 14th day of July, 2001, the
               Insured's   beneficiary(ies),   designated  in  accordance   with
               Paragraph  III,  shall be entitled to the percentage as set forth
               hereinbelow  of the  proceeds  described in  Subparagraph  VI (A)
               above that  corresponds  to the number of full years the  Insured
               has been employed by the Bank since the date of first employment.
               Should the Insured not be employed by the Bank at the time of his
               or her death and die  subsequent  to the 14th day of July,  2001,
               the Insured's beneficiary(ies) shall be entitled to the following
               percentage  of the  proceeds  described  in  Subparagraph  VI (B)
               hereinabove:

                      Total Years of
                        Employment               Vested
                       with the Bank     (to a Maximum of 100%)
                       -------------     ----------------------
                           0-4                     0%
                           5 or more             100%

         D.       The Bank shall be entitled to the remainder of such proceeds.


                                       2
<PAGE>

         E.       The Bank and the  Insured  (or  assignees)  shall share in any
                  interest due on the death  proceeds on a pro rata basis as the
                  proceeds due each  respectively  bears to the total  proceeds,
                  excluding any such interest.


  VII.   DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

         The Bank  shall at all  times by  entitled  to an  amount  equal to the
         policy's  cash value,  as that term is defined in the policy  contract,
         less  any  policy  loans  and  unpaid  interest  or  cash   withdrawals
         previously  incurred by the Bank and any applicable  surrender charges.
         Such cash value  shall be  determined  as of the date of  surrender  or
         death as the case may be.


VIII.    RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

         In the event the policy involves an endowment or annuity  element,  the
         Bank's  right  and  interest  in  any  endowment  proceeds  or  annuity
         benefits,  on expiration of the deferment  period,  shall be determined
         under the  provisions  of this  Agreement by regarding  such  endowment
         proceeds or the commuted value of such annuity benefits as the policy's
         cash  value.  Such  endowment  proceeds  or annuity  benefits  shall be
         considered to be like death proceeds for the purposes of division under
         this Agreement.


  IX.    TERMINATION OF AGREEMENT

         This  Agreement  shall  terminate upon the occurrence of any one of the
following:

         1.      The Insured shall leave the employment of the Bank (voluntarily
                 or involuntarily) prior to five  (5)  full  years of employment
                 with the Bank, or

         2.      The  Insured shall be discharged  from employment with the Bank
                 for  cause.  The  term  for  "cause"  shall  mean  any  of  the
                 following  that result in an adverse  effect on the  Bank:  (i)
                 gross  negligence or gross  neglect;  (ii) the  commission of a
                 felony or gross misdemeanor involving moral  turpitude,  fraud,
                 or dishonesty;  (iii) the willful  violation  of any law, rule,
                 or  regulation  (other  than a traffic  violation  or   similar
                 offense);  (iv)  an  intentional  failure  to  perform   stated
                 duties;  or (v) a breach of fiduciary duty involving   personal
                 profit.

         3.      Surrender,  lapse,  or  other  termination of the Policy by the
                 Bank,

         Upon  such  termination,   the  Insured  (or  assignee)  shall  have  a
         forty-five  (45) day  option  to  receive  from  the  Bank an  absolute
         assignment  of the  policy in  consideration  of a cash  payment to the
         Bank,  whereupon  this  Agreement  shall  terminate.  Such cash payment
         referred to hereinabove shall be the greater of:

         1.       The Bank's share of the cash value of the policy on  the  date
                  of such assignment, as defined in this Agreement; or

                                       3
<PAGE>

         2.       The amount  of  the  premiums which have been paid by the Bank
                  prior to the date of such assignment.

         If,  within  said  forty-five  (45) day period,  the  Insured  fails to
         exercise  said  option,  fails to procure the entire  aforestated  cash
         payment, or dies, then the option shall terminate,  and the Insured (or
         assignee) agrees that all of the Insured's rights,  interest and claims
         in the policy shall terminate as of the date of the termination of this
         Agreement.

         The Insured  expressly  agrees  that this  Agreement  shall  constitute
         sufficient  written  notice to the Insured of the  Insured's  option to
         receive an absolute assignment of the policy as set forth herein.

         Except  as  provided   above,   this  Agreement  shall  terminate  upon
         distribution of the death benefit proceeds in accordance with Paragraph
         VI above.


   X.    INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

         The Insured may not, without the written consent of the Bank, assign to
         any  individual,  trust  or other  organization,  any  right,  title or
         interest in the subject policy nor any rights,  options,  privileges or
         duties created under this Agreement.


  XI.    AGREEMENT BINDING UPON THE PARTIES

         This  Agreement  shall  bind the  Insured  and the Bank,  their  heirs,
         successors, personal representatives and assigns.


 XII.    ERISA PROVISIONS

         The following provisions are part of this Agreement and are intended to
         meet the requirements of the employee Retirement Income Security Act of
         1974 ("ERISA");

         A.       Named Fiduciary and Plan Administrator.
                  ---------------------------------------

                  The  "Named   Fiduciary  and  Plan   Administrator"   of  this
                  Endorsement  Method Split Dollar  Agreement  shall be Heritage
                  Bank until  resignation  or removal by the Board of Directors.
                  As Named Fiduciary and Plan  Administrator,  the Bank shall be
                  responsible for the management,  control and administration of
                  this  Split  Dollar  Plan as  established  herein.  the  Named
                  Fiduciary  may  delegate  to  others  certain  aspects  of the
                  management  and  operation   responsibilities   of  the  Plan,
                  including the employment of advisors and the delegation of any
                  ministerial duties to qualified individuals.

         B.       Funding Policy.
                  --------------

                  The  funding  policy  for  this  Split  Dollar  Plan  Shall be
                  maintain the subject policy in force by paying,  when due, all
                  premiums required.

                                       4
<PAGE>

         C.       Basis of Payment of Benefits.
                  ----------------------------

                  direct  payment  by the  Insurer  is the basis of  payment  of
                  benefits  under this  Agreement,  with those  benefits in turn
                  being  based on the  payment of  premiums  as provided in this
                  Agreement.

         D.       Claim Procedures.
                  ----------------

                  Claim forms or claim  information as to the subject policy can
                  be obtained by contacting The Benefit  Marketing  Group,  Inc.
                  (770-952-1529). When the Named Fiduciary has a claim which may
                  be covered  under the  provisions  described in the  insurance
                  policy,  they should contact the office named above,  and they
                  will  either  complete  a  claim  form  and  forward  it to an
                  authorized  representative  of the Insurer or advise the named
                  Fiduciary what further requirements are necessary. The Insurer
                  will evaluate and make a decision as to payment.  If the claim
                  is payable,  a benefit check will be issued in accordance with
                  this Agreement.

         In the event that a claim is not eligible under the policy, the Insurer
         will  notify  the  Named  Fiduciary  or  the  denial  pursuant  to  the
         requirements  under the terms of the policy.  If the Named Fiduciary is
         dissatisfied  with the denial of the claim and  wishes to contest  such
         claim denial,  they should contact the office named above and they will
         assist  in  making  inquiry  to  the  Insurer.  all  objections  to the
         Insurer's  actions  should be in writing  and  submitted  to the office
         named above for transmittal to the Insurer.


XIII.    GENDER

         Whenever in this  Agreement  words are used in the  masculine or neuter
         gender, they shall be read and construed as in the masculine,  feminine
         or neuter gender, whenever they should apply.


 XIV.    INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

         The  Insurer  shall not be deemed a party to this  Agreement,  but will
         respect the rights of the parties as herein developed upon receiving an
         executed  copy of this  Agreement.  Payment  or  other  performance  in
         accordance with the policy provisions shall fully discharge the Insurer
         for any and all liability.


  XV.    CHANGE OF CONTROL

         Change of Control shall be deemed to be the cumulative transfer of more
         than fifty  percent (50%) of the voting stock of the Bank from the date
         of this  Agreement.  For the purposes of this  Agreement,  transfers on
         account  of deaths or  gifts,  transfers  between  family  members,  or
         transfers to a qualified  retirement  plan maintained by the Bank shall
         not be  considered  in  determining  whether there has been a Change of
         Control.  Upon a Change of  Control,  if the  Insured's  employment  is
         subsequently  terminated,  except for cause,  then the Insured shall be
         one hundred  percent  (100%)  vested in the  benefits  promised in this
         Agreement and, therefore,  upon the death

                                       5
<PAGE>

          of  the  Insured,  the  Insured's   beneficiary(ies)   (designated  in
          accordance  with  Paragraph  III)  shall  receive  the  death  benefit
          provided  herein as if the Insured had died while employed by the Bank
          [See Subparagraphs VI (A) & (B)].


  XVI.   AMENDMENT OR REVOCATION

          It is agreed by and  between  the  parties  hereto  that,  during  the
          lifetime of the Insured,  this  Agreement may be amended or revoked at
          any time or times,  in whole or in part, by the mutual written consent
          of the Insured and the Bank.


 XVII.   EFFECTIVE DATE

         The Effective Date of this Agreement shall be ________________________.


XVIII.   SEVERABILITY AND INTERPRETATION

         If  a  provision   of  this   Agreement   is  held  to  be  invalid  or
         unenforceable,   the  remaining   provisions   shall   nonetheless   be
         enforceable  according to their terms.  Further,  in the event that any
         provision is held to be over broad as written,  such provision shall be
         deemed  amended to narrow its  application  to the extent  necessary to
         make  the  provision  enforceable  according  to law  and  enforced  as
         amended.


  XIX.   APPLICABLE LAW

         The validity and  interpretation of this Agreement shall be governed by
         the laws of the State of Georgia.

Executed at Jonesboro, Georgia this ____ day of _________________.


                                               HERITAGE BANK
                                               Jonesboro, Georgia



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