EXHIBIT 10.4
<PAGE>


                              EMPLOYMENT AGREEMENT


         THIS AGREEMENT  entered into this 15th  day of July,  1996  ("Effective
Date"),  by and between Clayton County Federal Savings and Loan Association (the
"Association") and Mr. Leonard Moreland (the "Employee").

         WHEREAS,  the Employee is  experienced  in all phases of the management
and  operations of a insured  financial  institution  and is  experienced in all
phases of the business of the Association; and

         WHEREAS, the parties desire by this writing to set forth the employment
relationship of the Association and the Employee.

         NOW, THEREFORE, it is AGREED as follows:

         1. Employment.  Upon the Effective Date, the Employee shall be employed
in the capacity as the Chief Administrative Officer of the Association reporting
directly to the  President of the  Association.  The Employee  shall render such
administrative  and  management  services  to the  Association  and CCF  Holding
Company ("Parent") as are customarily performed by persons situated in a similar
executive  capacity.  The Employee shall promote to the extent  permitted by law
the business of the Association and Parent. The Employee's other duties shall be
such as the President or the Board of Directors for the Association  (the "Board
of Directors"  or "Board") may from time to time  reasonably  direct,  including
normal duties as an officer of the Association.

         2. Base Compensation.  As of the Effective Date, the Association agrees
to pay the  Employee  during the term of this  Agreement a salary at the rate of
$80,000.00 per annum,  payable in cash not less  frequently  than  semi-monthly;
provided,  that the rate of such base  salary  and total  compensation  shall be
reviewed by the Board of Directors not less often than annually, and such salary
shall be subject to revision from time to time within the sole discretion of the
President  and the  Board  upon a  determination  that  the  performance  of the
Employee has met the  requirements and standards of the President and the Board,
and that such base salary shall be adjusted.

         3.  Discretionary  Bonus. The Employee shall be entitled to participate
in an  equitable  manner  with all  other  senior  management  employees  of the
Association in discretionary  bonuses that may be authorized and declared by the
Board of  Directors to its senior  management  employees  from time to time.  No
other  compensation  provided for in this Agreement shall be deemed a substitute
for the Employee's right to participate in such  discretionary  bonuses when and
as declared by the Board of Directors.

         4. (a)  Participation  in Retirement  and Medical  Plans.  The Employee
shall be  entitled to  participate  in any plan of the  Association  relating to
pension, profit-sharing, or other


<PAGE>



retirement  benefits  and  medical  coverage  or  reimbursement  plans  that the
Association may adopt for the benefit of its employees.

         (b) Employee  Benefits;  Expenses.  The  Employee  shall be eligible to
participate in any fringe benefits which may be or may become  applicable to the
Association's  senior  management  employees.  The  Association  shall reimburse
Employee for all reasonable out-of-pocket expenses which Employee shall incur in
connection with his service for the Association.

         5. Term. The term of employment of Employee under this Agreement  shall
be for the period commencing on the Effective Date and ending twenty-four months
thereafter.  Additionally,  not later than on each annual  anniversary date from
the  Effective  Date,  the term of  employment  under  this  Agreement  shall be
extended  for up to an  additional  one year  period  beyond the then  effective
expiration  date so  that  the  remaining  term of the  Agreement  shall  be for
twenty-four  months  thereafter upon a determination and resolution of the Board
of Directors that the performance of the Employee has met the  requirements  and
standards of the Board, and that the term of such Agreement shall be extended.

         6.       Loyalty; Noncompetition.

         (a) The  Employee  shall  devote  his full  time and  attention  to the
performance  of  his  employment  under  this  Agreement.  During  the  term  of
Employee's employment under this Agreement, the Employee shall not engage in any
business  or activity  contrary  to the  business  affairs or  interests  of the
Association or Parent.

         (b) Nothing  contained  in this Section 6 shall be deemed to prevent or
limit the right of Employee to invest in the capital  stock or other  securities
of any business dissimilar from that of the Association or Parent, or, solely as
a passive or minority investor, in any business.

         7.  Standards.  The  Employee  shall  perform  his  duties  under  this
Agreement in accordance  with such  reasonable  standards  expected of employees
with comparable positions in comparable  organizations and as may be established
from time to time by the Board of Directors.

         8. Vacation and Sick Leave. At such  reasonable  times as the President
or the Board of Directors shall in its discretion  permit, the Employee shall be
entitled to absent himself  voluntarily  from the  performance of his employment
under this Agreement as follows:

         (a) The  Employee  shall  be  entitled  to  annual  vacation  leave  in
accordance  with the policies as are  periodically  established  by the Board of
Directors for senior management employees of the Association.


                                        2

<PAGE>



         (b) The  Employee  shall not be  entitled  to  receive  any  additional
compensation  from the  Association  on account of his failure to take  vacation
leave and Employee shall not be entitled to accumulate  unused vacation from one
fiscal year to the next,  except in either case to the extent  authorized by the
Board of Directors for senior management employees of the Association.

         (c) In addition, the Employee shall be entitled to an annual sick leave
benefit as established by the Board of Directors for senior management employees
of the Association.

         9.       Termination and Termination Pay.

         The Employee's employment under this Agreement shall be terminated upon
any of the following occurrences:

         (a) The death of the  Employee  during the term of this  Agreement,  in
which event the Employee's  estate shall be entitled to receive the compensation
due the Employee  through the last day of the calendar month in which Employee's
death shall have occurred.

         (b) The Board of Directors may terminate the  Employee's  employment at
any time, but any termination by the Board of Directors  other than  termination
for Just Cause,  shall not prejudice the  Employee's  right to  compensation  or
other benefits under the Agreement.  The Employee shall have no right to receive
compensation or other benefits for any period after  termination for Just Cause.
Termination for "Just Cause" shall include termination because of the Employee's
personal dishonesty,  incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, willful
violation  of any law,  rule or  regulation  (other than traffic  violations  or
similar  offenses) or final  cease-and-desist  order,  or material breach of any
provision of the Agreement.

         (c) Except as  provided  pursuant  to  Section 12 herein,  in the event
Employee's  employment  under  this  Agreement  is  terminated  by the  Board of
Directors  without Just Cause, the Association shall be obligated to continue to
pay the Employee the salary  provided  pursuant to Section 2 herein in effect as
of the date  prior to such date of  termination  of  employment  for a period of
twenty-four  months  thereafter  and the cost of Employee  obtaining all health,
life,  disability,  and other  benefits  which the Employee would be eligible to
participate  in through  such date based upon the benefit  levels  substantially
equal to those being provided Employee at the date of termination of employment.

         (d) If the  Employee  is removed  and/or  permanently  prohibited  from
participating  in the conduct of the  Association's  affairs by an order  issued
under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit  Insurance Act ("FDIA")
(12 U.S.C. 1818(e)(4) and (g)(1)),

                                        3

<PAGE>



all obligations of the Association  under this Agreement shall terminate,  as of
the effective date of the order,  but the vested rights of the parties shall not
be affected.

         (e) If the  Association is in default (as defined in Section 3(x)(1) of
FDIA) all  obligations  under this Agreement  shall  terminate as of the date of
default,  but  this  paragraph  shall  not  affect  any  vested  rights  of  the
contracting parties.

         (f) All obligations under this Agreement shall be terminated, except to
the extent  determined that  continuation of this Agreement is necessary for the
continued  operation  of the  Association:  (i) by the Director of the Office of
Thrift Supervision ("Director of OTS"), or his or her designee, at the time that
the Federal  Deposit  Insurance  Corporation  ("FDIC") or the  Resolution  Trust
Corporation  enters into an agreement to provide  assistance  to or on behalf of
the Association under the authority  contained in Section 13(c) of FDIA; or (ii)
by the  Director  of the  OTS,  or his or her  designee,  at the  time  that the
Director of the OTS, or his or her  designee  approves a  supervisory  merger to
resolve problems related to operation of the Association or when the Association
is  determined  by  the  Director  of  the  OTS to be in an  unsafe  or  unsound
condition.  Any rights of the parties that have already vested,  however,  shall
not be affected by such action.

         (g) The voluntary  termination by the Employee  during the term of this
Agreement  with the delivery of no less than 60 days written notice to the Board
of Directors,  other than pursuant to Section 12(b),  in which case the Employee
shall be entitled  to receive  only the  compensation,  vested  rights,  and all
employee benefits up to the date of such termination.

         (h) Notwithstanding  anything herein to the contrary, any payments made
to the Employee pursuant to the Agreement, or otherwise, shall be subject to and
conditioned   upon  compliance  with  12  USC  ss.1828(k)  and  any  regulations
promulgated thereunder.

         10.  Suspension  of  Employment . If the  Employee is suspended  and/or
temporarily  prohibited from  participating in the conduct of the  Association's
affairs  by a notice  served  under  Section  8(e)(3)  or (g)(1) of the FDIA (12
U.S.C. 1818(e)(3) and (g)(1)), the Association's obligations under the Agreement
shall be  suspended  as of the date of  service,  unless  stayed by  appropriate
proceedings.  If the charges in the notice are dismissed, the Association may in
its  discretion  (i) pay the Employee all or part of the  compensation  withheld
while its contract  obligations  were  suspended  and (ii)  reinstate any of its
obligations which were suspended.

         11. Disability.  If the Employee shall become disabled or incapacitated
to the extent  that he is unable to perform his duties  hereunder,  by reason of
medically determinable physical or mental impairment,  as determined by a doctor
engaged by the Board of

                                        4

<PAGE>



Directors,  Employee shall receive the compensation and benefits  provided under
the  provisions  of  disability  insurance  coverage  in effect for  Association
employees.  Upon returning to active full-time  employment,  the Employee's full
compensation  as set forth in this Agreement  shall be reinstated as of the date
of commencement of such  activities.  In the event that the Employee  returns to
active employment on other than a full-time basis, then his compensation (as set
forth in Section 2 of this Agreement) shall be reduced in proportion to the time
spent in said employment, or as shall otherwise be agreed to by the parties.

         12.      Change in Control.

         (a) Notwithstanding any provision herein to the contrary,  in the event
of the involuntary  termination of Employee's  employment  under this Agreement,
absent Just Cause, in connection  with, or within twelve (12) months after,  any
change in control of the Association or Parent, Employee shall be paid an amount
equal to the product of 2.99 times the  Employee's  "base  amount" as defined in
Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code")
and regulations promulgated thereunder. Said sum shall be paid, at the option of
Employee, either in one (1) lump sum within thirty (30) days of such termination
discounted  to the present  value of such payment using as the discount rate the
"prime rate" as published in the Wall Street Journal  Eastern  Edition as of the
date of such  payment,  or in periodic  payments  over the next 36 months or the
remaining term of this Agreement whichever is less, as if Employee's  employment
had not been terminated,  and such payments shall be in lieu of any other future
payments which the Employee would be otherwise entitled to receive under Section
9 of this Agreement.  Notwithstanding  the forgoing,  all sums payable hereunder
shall be reduced in such manner and to such extent so that no such payments made
hereunder when  aggregated with all other payments to be made to the Employee by
the Association or the Parent shall be deemed an "excess  parachute  payment" in
accordance  with  Section  280G of the Code and be  subject  to the  excise  tax
provided at Section  4999(a) of the Code. The term "control"  shall refer to the
ownership,  holding  or  power  to  vote  more  than  25%  of  the  Parent's  or
Association's  voting  stock,  the control of the  election of a majority of the
Parent's or Association's  directors, or the exercise of a controlling influence
over the management or policies of the Parent or Association by any person or by
persons  acting as a group within the meaning of Section 13(d) of the Securities
Exchange  Act of 1934.  The term  "person"  means an  individual  other than the
Employee,  or a corporation,  partnership,  trust,  association,  joint venture,
pool, syndicate, sole proprietorship,  unincorporated  organization or any other
form of entity not specifically listed herein.

         (b)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary,  Employee may voluntary  terminate his employment under this Agreement
within twelve (12) months  following a change in control of the  Association  or
Parent, and Employee shall thereupon

                                        5

<PAGE>



be entitled to receive the payment described in Section 12(a) of this Agreement,
upon the  occurrence,  or  within  ninety  (90) days  thereafter,  of any of the
following events, which have not been consented to in advance by the Employee in
writing:  (i) if Employee  would be required to move his  personal  residence or
perform his principal  executive functions more than thirty-five (35) miles from
the Employee's  primary office as of the signing of this  Agreement;  (ii) if in
the  organizational  structure of the  Association or Parent,  Employee would be
required to report to a person or persons  other than the President or the Board
of the Association or Parent;  (iii) if the Association or Parent should fail to
maintain  Employee's base compensation in effect as of the date of the Change in
Control and the existing  employee  benefits  plans,  including  material fringe
benefit,  stock option and retirement  plans; (iv) if Employee would be assigned
duties  and  responsibilities  other  than those  normally  associated  with his
position  as  referenced  at Section 1,  herein;  (v) if  Employee  would not be
reelected to the Board of Directors of the  Association;  or (vi) if  Employee's
responsibilities  or authority  have in any way been  materially  diminished  or
reduced.

         (c) In the event any dispute  shall arise  between the Employee and the
Association as to the terms or interpretation of this Agreement,  including this
Section  12,  whether  instituted  by formal  legal  proceedings  or  otherwise,
including  any action  taken by Employee to enforce the terms of this Section 12
or in  defending  against any action  taken by the  Association  or Parent,  the
Association  or Parent  shall  reimburse  Employee  for all costs and  expenses,
including reasonable attorneys' fees, arising from such dispute,  proceedings or
actions  following  issuance  of a  legal  judgement  by a  court  of  competent
jurisdiction  finding in favor of the Employee or the  settlement of the dispute
by the parties.  Such  settlement to be approved by the Board of the Association
or the Parent may include a provision for the  reimbursement  by the Association
or Parent to the  Employee  for all costs  and  expenses,  including  reasonable
attorneys' fees, arising from such dispute, proceedings or actions, or the Board
of the  Association  or the Parent shall  authorize such  reimbursement  of such
costs and expenses by separate action upon a written action and determination of
the Board that  payment of such costs and  expenses  is not  detrimental  to the
Association or the Parent. Such reimbursement shall be paid within ten (10) days
of Employee  furnishing to the Association or Parent  evidence,  which may be in
the form,  among other things,  of a canceled check or receipt,  of any costs or
expenses incurred by Employee.

         13.      Successors and Assigns.

         (a) This  Agreement  shall inure to the benefit of and be binding  upon
any  corporate  or other  successor  of the  Association  or Parent  which shall
acquire,  directly  or  indirectly,  by  merger,   consolidation,   purchase  or
otherwise, all or substantially all of the assets or stock of the Association or
Parent.

                                        6

<PAGE>




         (b) Since the  Association is  contracting  for the unique and personal
skills of the  Employee,  the  Employee  shall be  precluded  from  assigning or
delegating his rights or duties  hereunder  without first  obtaining the written
consent of the Association.

         14.  Amendments.  No amendments or additions to this Agreement shall be
binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

         15.  Applicable  Law. This agreement  shall be governed in all respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of  Georgia,  the extent  that  Federal law shall be deemed to
apply.

         16.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         17. Entire Agreement. This Agreement together with any understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.


                                        7

<PAGE>
                              EMPLOYMENT AGREEMENT


         THIS AGREEMENT  entered into this 1st day of November 1996  ("Effective
Date"),  by and between Clayton County Federal Savings and Loan Association (the
"Association") and Mr. Gary D. McGaha (the "Employee").

         WHEREAS,  the Employee is  experienced  in all phases of the management
and  operations of a insured  financial  institution  and is  experienced in all
phases of the business of the Association; and

         WHEREAS, the parties desire by this writing to set forth the employment
relationship of the Association and the Employee.

         NOW, THEREFORE, it is AGREED as follows:

         1. Employment.  Upon the Effective Date, the Employee shall be employed
in the capacity as an Executive  Vice  President  of the  Association  reporting
directly to the Chief  Administrative  Officer of the Association.  The Employee
shall render such  administrative and management services to the Association and
CCF Holding Company ("Parent") as are customarily  performed by persons situated
in a similar  executive  capacity.  The  Employee  shall  promote  to the extent
permitted  by law the business of the  Association  and Parent.  The  Employee's
other  duties shall be such as the  President or the Board of Directors  for the
Association  (the  "Board  of  Directors"  or  "Board")  may  from  time to time
reasonably direct, including normal duties as an officer of the Association.

         2. Base Compensation.  As of the Effective Date, the Association agrees
to pay the  Employee  during the term of this  Agreement a salary at the rate of
$90,000.00 per annum,  payable in cash not less  frequently  than  semi-monthly;
provided,  that the rate of such base  salary  and total  compensation  shall be
reviewed by the Board of Directors not less often than annually, and such salary
shall be subject to revision from time to time within the sole discretion of the
President  and the  Board  upon a  determination  that  the  performance  of the
Employee has met the  requirements and standards of the President and the Board,
and that such base salary shall be adjusted.

         3.  Discretionary  Bonus. The Employee shall be entitled to participate
in an  equitable  manner  with all  other  senior  management  employees  of the
Association in discretionary  bonuses that may be authorized and declared by the
Board of  Directors to its senior  management  employees  from time to time.  No
other  compensation  provided for in this Agreement shall be deemed a substitute
for the Employee's right to participate in such  discretionary  bonuses when and
as declared by the Board of Directors.



<PAGE>



         4. (a)  Participation  in Retirement  and Medical  Plans.  The Employee
shall be  entitled to  participate  in any plan of the  Association  relating to
pension,  profit-sharing,  or other retirement  benefits and medical coverage or
reimbursement  plans  that the  Association  may  adopt for the  benefit  of its
employees.

         (b) Employee  Benefits;  Expenses.  The  Employee  shall be eligible to
participate in any fringe benefits which may be or may become  applicable to the
Association's  senior  management  employees.  The  Association  shall reimburse
Employee for all reasonable out-of-pocket expenses which Employee shall incur in
connection with his service for the Association.

         5. Term. The term of employment of Employee under this Agreement  shall
be for the period commencing on the Effective Date and ending twenty-four months
thereafter.  Additionally,  not later than on each annual  anniversary date from
the  Effective  Date,  the term of  employment  under  this  Agreement  shall be
extended  for up to an  additional  one year  period  beyond the then  effective
expiration  date so  that  the  remaining  term of the  Agreement  shall  be for
twenty-four  months  thereafter upon a determination and resolution of the Board
of Directors that the performance of the Employee has met the  requirements  and
standards of the Board, and that the term of such Agreement shall be extended.

         6.       Loyalty; Noncompetition.

         (a) The  Employee  shall  devote  his full  time and  attention  to the
performance  of  his  employment  under  this  Agreement.  During  the  term  of
Employee's employment under this Agreement, the Employee shall not engage in any
business  or activity  contrary  to the  business  affairs or  interests  of the
Association or Parent.

         (b) Nothing  contained  in this Section 6 shall be deemed to prevent or
limit the right of Employee to invest in the capital  stock or other  securities
of any business dissimilar from that of the Association or Parent, or, solely as
a passive or minority investor, in any business.

         (c) In  consideration  of  entering  into this  Agreement  and the sums
payable by the  Association  under this  Agreement,  Employee  agrees that for a
period of not less than one year from the date of termination of employment with
the  Association  in  accordance  with  Section  9  hereinafter,   whether  such
termination is initiated by the Employee or the Association,  Employee shall not
engage in providing professional service or employment as an employee, director,
consultant,  representative,  or similar  relationship to any financial services
enterprise  (including but not limited to a savings and loan association,  bank,
credit union, or insurance company) with offices or business  activities located
in  Fayette  County in the State of  Georgia.  Breach of this  provision  not to
compete with the business of the Association shall result in the

                                        2

<PAGE>



forfeiture  of all  compensation  and  benefits  eligibility  to be  provided in
accordance  with  Section  9(c)  herein,  as may be  applicable,  as well as the
Association  seeking  such other legal  remedies,  including  but not limited to
seeking  injunctive  relief and monetary damages for such contract breach.  This
limitation  on future  activities  shall not affect the payment of  compensation
payable in accordance with Section 12 of the Agreement.

         7.  Standards.  The  Employee  shall  perform  his  duties  under  this
Agreement in accordance  with such  reasonable  standards  expected of employees
with comparable positions in comparable  organizations and as may be established
from time to time by the Board of Directors.

         8. Vacation and Sick Leave. At such  reasonable  times as the President
or the Board of Directors shall in its discretion  permit, the Employee shall be
entitled to absent himself  voluntarily  from the  performance of his employment
under this Agreement as follows:

         (a) The  Employee  shall  be  entitled  to  annual  vacation  leave  in
accordance  with the policies as are  periodically  established  by the Board of
Directors for senior management employees of the Association.

         (b) The  Employee  shall not be  entitled  to  receive  any  additional
compensation  from the  Association  on account of his failure to take  vacation
leave and Employee shall not be entitled to accumulate  unused vacation from one
fiscal year to the next,  except in either case to the extent  authorized by the
Board of Directors for senior management employees of the Association.

         (c) In addition, the Employee shall be entitled to an annual sick leave
benefit as established by the Board of Directors for senior management employees
of the Association.

         9.       Termination and Termination Pay.

         The Employee's employment under this Agreement shall be terminated upon
any of the following occurrences:

         (a) The death of the  Employee  during the term of this  Agreement,  in
which event the Employee's  estate shall be entitled to receive the compensation
due the Employee  through the last day of the calendar month in which Employee's
death shall have occurred.








                                        3

<PAGE>



         (b) The Board of Directors may terminate the  Employee's  employment at
any time, but any termination by the Board of Directors  other than  termination
for Just Cause,  shall not prejudice the  Employee's  right to  compensation  or
other benefits under the Agreement.  The Employee shall have no right to receive
compensation or other benefits for any period after  termination for Just Cause.
Termination for "Just Cause" shall include termination because of the Employee's
personal dishonesty,  incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, willful
violation  of any law,  rule or  regulation  (other than traffic  violations  or
similar  offenses) or final  cease-and-desist  order,  or material breach of any
provision of the Agreement.

         (c) Except as  provided  pursuant  to  Section 12 herein,  in the event
Employee's  employment  under  this  Agreement  is  terminated  by the  Board of
Directors  without Just Cause, the Association shall be obligated to continue to
pay the Employee the salary  provided  pursuant to Section 2 herein in effect as
of the date  prior to such date of  termination  of  employment  for a period of
twenty-four  months  thereafter  and the cost of Employee  obtaining all health,
life,  disability,  and other  benefits  which the Employee would be eligible to
participate  in through  such date based upon the benefit  levels  substantially
equal to those being provided Employee at the date of termination of employment.
Payments  hereunder  shall be  subject to the  limitations  set forth at Section
6(c), herein.

         (d) If the  Employee  is removed  and/or  permanently  prohibited  from
participating  in the conduct of the  Association's  affairs by an order  issued
under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit  Insurance Act ("FDIA")
(12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Association under this
Agreement shall terminate, as of the effective date of the order, but the vested
rights of the parties shall not be affected.

         (e) If the  Association is in default (as defined in Section 3(x)(1) of
FDIA) all  obligations  under this Agreement  shall  terminate as of the date of
default,  but  this  paragraph  shall  not  affect  any  vested  rights  of  the
contracting parties.

         (f) All obligations under this Agreement shall be terminated, except to
the extent  determined that  continuation of this Agreement is necessary for the
continued  operation  of the  Association:  (i) by the Director of the Office of
Thrift Supervision ("Director of OTS"), or his or her designee, at the time that
the Federal  Deposit  Insurance  Corporation  ("FDIC") or the  Resolution  Trust
Corporation  enters into an agreement to provide  assistance  to or on behalf of
the Association under the authority  contained in Section 13(c) of FDIA; or (ii)
by the  Director  of the  OTS,  or his or her  designee,  at the  time  that the
Director of the OTS, or his or her  designee  approves a  supervisory  merger to
resolve problems related to operation of the Association or when the Association
is determined

                                        4

<PAGE>



by the Director of the OTS to be in an unsafe or unsound  condition.  Any rights
of the parties that have already vested,  however, shall not be affected by such
action.

         (g) The voluntary  termination by the Employee  during the term of this
Agreement  with the delivery of no less than 60 days written notice to the Board
of Directors,  other than pursuant to Section 12(b),  in which case the Employee
shall be entitled  to receive  only the  compensation,  vested  rights,  and all
employee benefits up to the date of such termination.

         (h) Notwithstanding  anything herein to the contrary, any payments made
to the Employee pursuant to the Agreement, or otherwise, shall be subject to and
conditioned   upon  compliance  with  12  USC  ss.1828(k)  and  any  regulations
promulgated thereunder.

         10.  Suspension  of  Employment . If the  Employee is suspended  and/or
temporarily  prohibited from  participating in the conduct of the  Association's
affairs  by a notice  served  under  Section  8(e)(3)  or (g)(1) of the FDIA (12
U.S.C. 1818(e)(3) and (g)(1)), the Association's obligations under the Agreement
shall be  suspended  as of the date of  service,  unless  stayed by  appropriate
proceedings.  If the charges in the notice are dismissed, the Association may in
its  discretion  (i) pay the Employee all or part of the  compensation  withheld
while its contract  obligations  were  suspended  and (ii)  reinstate any of its
obligations which were suspended.

         11. Disability.  If the Employee shall become disabled or incapacitated
to the extent  that he is unable to perform his duties  hereunder,  by reason of
medically determinable physical or mental impairment,  as determined by a doctor
engaged by the Board of Directors,  Employee shall receive the  compensation and
benefits  provided  under the  provisions  of disability  insurance  coverage in
effect for Association employees. Upon returning to active full-time employment,
the  Employee's  full  compensation  as set  forth  in this  Agreement  shall be
reinstated as of the date of commencement of such activities.  In the event that
the Employee returns to active  employment on other than a full-time basis, then
his  compensation (as set forth in Section 2 of this Agreement) shall be reduced
in proportion  to the time spent in said  employment,  or as shall  otherwise be
agreed to by the parties.

         12.      Change in Control.

         (a) Notwithstanding any provision herein to the contrary,  in the event
of the involuntary  termination of Employee's  employment  under this Agreement,
absent Just Cause, in connection  with, or within twelve (12) months after,  any
change in control of the Association or Parent, Employee shall be paid an amount
equal to the product of 2.99 times the  Employee's  "base  amount" as defined in
Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code")
and regulations promulgated thereunder. Said

                                        5

<PAGE>



sum shall be paid, at the option of Employee,  either in one (1) lump sum within
thirty (30) days of such  termination  discounted  to the present  value of such
payment  using as the  discount  rate the "prime  rate" as published in the Wall
Street Journal  Eastern  Edition as of the date of such payment,  or in periodic
payments  over  the  next 36  months  or the  remaining  term of this  Agreement
whichever is less, as if Employee's employment had not been terminated, and such
payments shall be in lieu of any other future  payments which the Employee would
be  otherwise   entitled  to  receive  under   Section  9  of  this   Agreement.
Notwithstanding  the forgoing,  all sums payable  hereunder  shall be reduced in
such  manner and to such extent so that no such  payments  made  hereunder  when
aggregated with all other payments to be made to the Employee by the Association
or the Parent shall be deemed an "excess  parachute  payment" in accordance with
Section  280G of the Code and be subject to the excise tax  provided  at Section
4999(a) of the Code. The term "control" shall refer to the ownership, holding or
power to vote more than 25% of the Parent's or  Association's  voting stock, the
control  of  the  election  of a  majority  of  the  Parent's  or  Association's
directors,  or the exercise of a controlling  influence  over the  management or
policies of the Parent or  Association  by any person or by persons  acting as a
group  within the meaning of Section  13(d) of the  Securities  Exchange  Act of
1934.  The term  "person"  means an  individual  other than the  Employee,  or a
corporation,  partnership,  trust, association,  joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein.

         (b)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary,  Employee may voluntary  terminate his employment under this Agreement
within twelve (12) months  following a change in control of the  Association  or
Parent,  and  Employee  shall  thereupon  be  entitled  to receive  the  payment
described in Section 12(a) of this  Agreement,  upon the  occurrence,  or within
ninety (90) days thereafter, of any of the following events, which have not been
consented  to in advance by the  Employee in writing:  (i) if Employee  would be
required  to move his  personal  residence  or perform his  principal  executive
functions more than thirty-five (35) miles from the Employee's primary office as
of the signing of this Agreement; (ii) if in the organizational structure of the
Association  or  Parent,  Employee  would be  required  to report to a person or
persons other than the Chief Administrative  Officer, the President or the Board
of the Association or Parent;  (iii) if the Association or Parent should fail to
maintain  Employee's base compensation in effect as of the date of the Change in
Control and the existing  employee  benefits  plans,  including  material fringe
benefit,  stock option and retirement  plans; (iv) if Employee would be assigned
duties  and  responsibilities  other  than those  normally  associated  with his
position  as   referenced   at  Section  1,   herein;   or  (v)  if   Employee's
responsibilities  or authority  have in any way been  materially  diminished  or
reduced.


                                        6

<PAGE>



         (c) In the event any dispute  shall arise  between the Employee and the
Association as to the terms or interpretation of this Agreement,  including this
Section  12,  whether  instituted  by formal  legal  proceedings  or  otherwise,
including  any action  taken by Employee to enforce the terms of this Section 12
or in  defending  against any action  taken by the  Association  or Parent,  the
Association  or Parent  shall  reimburse  Employee  for all costs and  expenses,
including reasonable attorneys' fees, arising from such dispute,  proceedings or
actions  following  issuance  of a  legal  judgement  by a  court  of  competent
jurisdiction  finding in favor of the Employee or the  settlement of the dispute
by the parties.  Such  settlement to be approved by the Board of the Association
or the Parent may include a provision for the  reimbursement  by the Association
or Parent to the  Employee  for all costs  and  expenses,  including  reasonable
attorneys' fees, arising from such dispute, proceedings or actions, or the Board
of the  Association  or the Parent shall  authorize such  reimbursement  of such
costs and expenses by separate action upon a written action and determination of
the Board that  payment of such costs and  expenses  is not  detrimental  to the
Association or the Parent. Such reimbursement shall be paid within ten (10) days
of Employee  furnishing to the Association or Parent  evidence,  which may be in
the form,  among other things,  of a canceled check or receipt,  of any costs or
expenses incurred by Employee.

         13.      Successors and Assigns.

         (a) This  Agreement  shall inure to the benefit of and be binding  upon
any  corporate  or other  successor  of the  Association  or Parent  which shall
acquire,  directly  or  indirectly,  by  merger,   consolidation,   purchase  or
otherwise, all or substantially all of the assets or stock of the Association or
Parent.

         (b) Since the  Association is  contracting  for the unique and personal
skills of the  Employee,  the  Employee  shall be  precluded  from  assigning or
delegating his rights or duties  hereunder  without first  obtaining the written
consent of the Association.

         14.  Amendments.  No amendments or additions to this Agreement shall be
binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

         15.  Applicable  Law. This agreement  shall be governed in all respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of  Georgia,  the extent  that  Federal law shall be deemed to
apply.

         16.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.


                                        7

<PAGE>


         17. Entire Agreement. This Agreement together with any understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.




<PAGE>

                      CHANGE IN CONTROL SEVERANCE AGREEMENT


         THIS CHANGE IN CONTROL SEVERANCE AGREEMENT  ("Agreement")  entered into
this 2nd day of December 1996 ("Effective  Date"), by and between Clayton County
Federal Savings and Loan Association (the "Savings  Association") and Richard P.
Florin (the "Employee").

         WHEREAS,  the Employee is currently employed by the Savings Association
as Senior  Vice  President  and is  experienced  in all phases of the  financial
services industry and the business of the Savings Association; and

         WHEREAS, the parties desire by this writing to set forth the rights and
responsibilities  of  the  Savings  Association  and  Employee  if  the  Savings
Association  should  undergo a change in control (as defined  hereinafter in the
Agreement) after the Effective Date.

         NOW, THEREFORE, it is AGREED as follows:

         1.  Employment.  The Employee is employed in the capacity as the Senior
Vice  President  of the Savings  Association.  The  Employee  shall  render such
administrative  and  management  services  to the  Savings  Association  and CCF
Holding  Company  ("Parent")  as are currently  rendered and as are  customarily
performed by persons situated in a similar  executive  capacity.  The Employee's
other  duties shall be such as the  President or the Board of Directors  for the
Savings  Association (the "Board of Directors" or "Board") may from time to time
reasonably  direct,  including  normal  duties  as an  officer  of  the  Savings
Association and the Parent.

         2.  Term of  Agreement.  The  term of this  Agreement  shall be for the
period  commencing  on the  Effective  Date and ending  twenty-four  (24) months
thereafter ("Term").  Additionally,  on, or before, each annual anniversary date
from the Effective Date, the Term of this Agreement may be extended for up to an
additional  one year period  beyond the then  effective  expiration  date upon a
determination  and resolution of the Board of Directors that the  performance of
the Employee has met the  requirements  and standards of the Board, and that the
Term of such Agreement shall be extended.

         3.       Termination of Employment in Connection  with or Subsequent to
                  a Change in Control.

         (a) Notwithstanding any provision herein to the contrary,  in the event
of the involuntary  termination of Employee's  employment  under this Agreement,
absent Just Cause, in connection with, or within  twenty-four (24) months after,
any Change in Control of the Savings  Association  or Parent,  Employee shall be
paid an amount equal to 100% of the taxable compensation paid to Employee by the

                                        1

<PAGE>



Savings Association for the twelve month period prior to the date of termination
of  employment  (whether said amounts were received or deferred by the Employee)
and  the  costs   associated  with   maintaining   coverage  under  the  Savings
Association's  medical and dental insurance  reimbursement plans similar to that
in  effect on the date of  termination  of  employment  for a period of one year
thereafter. Said sum shall be paid, at the option of Employee, either in one (1)
lump sum within thirty (30) days of such  termination  discounted to the present
value of such payment  using as the discount  rate the "prime rate" as published
in the Wall Street Journal  Eastern Edition as of the date of such payment minus
100 basis  points,  or in periodic  payments  over the next 12 months,  and such
payments shall be in lieu of any other future  payments which the Employee would
be otherwise entitled to receive. Notwithstanding the forgoing, all sums payable
hereunder  shall be  reduced in such  manner and to such  extent so that no such
payments made  hereunder when  aggregated  with all other payments to be made to
the Employee by the Savings Association or the Parent shall be deemed an "excess
parachute payment" in accordance with Section 280G of the Internal Revenue Codes
of 1986,  as amended  (the  "Code") and be subject to the excise tax provided at
Section  4999(a) of the Code.  The term "Change in Control"  shall mean: (i) the
execution of an  agreement  for the sale of all, or a material  portion,  of the
assets of the  Savings  Association  or the  Parent;  (ii) the  execution  of an
agreement for a merger or  recapitalization  of the Savings  Association  or the
Parent or any merger or recapitalization  whereby the Savings Association or the
Parent is not the  surviving  entity;  (iii) a change in control of the  Savings
Association or the Parent,  as otherwise  defined or determined by the Office of
Thrift  Supervision or regulations  promulgated by it; or (iv) the  acquisition,
directly or indirectly,  of the beneficial ownership (within the meaning of that
term as it is used in Section 13(d) of the  Securities  Exchange Act of 1934 and
the rules and regulations  promulgated  thereunder) of twenty-five percent (25%)
or more of the outstanding  voting securities of the Savings  Association or the
Parent  by any  person,  trust,  entity  or group.  The term  "person"  means an
individual  other  than the  Employee,  or a  corporation,  partnership,  trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein.

         (b)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary except as provided at Sections 4(b),  4(c),  4(d), 4(e) and 5, Employee
may voluntarily terminate his employment under this Agreement within twenty-four
months following a Change in Control of the Savings  Association or Parent,  and
Employee  shall  thereupon  be entitled  to receive  the  payment  and  benefits
described  in Section 3(a) of this  Agreement,  upon the  occurrence,  or within
ninety (90) days thereafter, of any of the following events, which have not been
consented  to in advance by the  Employee in writing:  (i) if Employee  would be
required  to move his  personal  residence  or perform his  principal  executive
functions more than thirty-five

                                        2

<PAGE>



(35)  miles  from  the  Employee's  primary  office  as of the  signing  of this
Agreement; (ii) if in the organizational structure of the Savings Association or
Parent,  Employee  would be required to report to a person or persons other than
the EVP and chief admin.  officer;  (iii) if the Savings  Association  or Parent
should fail to maintain the  Employee's  base  compensation  in effect as of the
date of the Change in Control and existing  employee  benefits plans,  including
material fringe benefit, stock option and retirement plans, except to the extent
that such  reduction  in benefit  programs is part of an overall  adjustment  in
benefits  for all  employees of the Savings  Association  or Parent and does not
disproportionately  adversely  impact the  Employee;  (iv) if Employee  would be
assigned duties and  responsibilities  other than those normally associated with
his  position  as  referenced  at  Section  1,  herein;  or  (v)  if  Employee's
responsibilities  or authority  have in any way been  materially  diminished  or
reduced.

         4.       Other Changes in Employment Status.

         (a) Except as provided for at Section 3, herein, the Board of Directors
may terminate the  Employee's  employment at any time with or without Just Cause
within its sole discretion.  This Agreement shall not be deemed to give Employee
any right to be  retained  in the  employment  or  service  of the  Bank,  or to
interfere with the right of the Bank to terminate the employment of the Employee
at any time. The Employee shall have no right to receive  compensation  or other
benefits for any period after termination for Just Cause.  Termination for "Just
Cause" shall include termination because of the Employee's personal  dishonesty,
incompetence,  willful  misconduct,  breach of fiduciary duty involving personal
profit,  intentional failure to perform stated duties,  willful violation of any
law, rule or regulation  (other than traffic  violations or similar offenses) or
final  cease-and-desist  order,  or  material  breach  of any  provision  of the
Agreement.

         (b) If the  Employee  is removed  and/or  permanently  prohibited  from
participating  in the conduct of the Savings  Association's  affairs by an order
issued under Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance Act
("FDIA") (12 U.S.C.  1818(e)(4)  and  (g)(1)),  all  obligations  of the Savings
Association  under this Agreement shall  terminate,  as of the effective date of
the order, but the vested rights of the parties shall not be affected.

         (c) If the  Savings  Association  is in default  (as defined in Section
3(x)(1) of FDIA) all obligations  under this Agreement shall terminate as of the
date of default,  but this  paragraph  shall not affect any vested rights of the
contracting parties.

         (d) All obligations under this Agreement shall be terminated, except to
the extent  determined that  continuation of this Agreement is necessary for the
continued  operation  of the  Savings  Association:  (i) by the  Director of the
Office of Thrift

                                        3

<PAGE>



Supervision  ("Director of OTS"),  or his or her designee,  at the time that the
Federal  Deposit  Insurance   Corporation   ("FDIC")  or  the  Resolution  Trust
Corporation  enters into an agreement to provide  assistance  to or on behalf of
the Savings  Association under the authority contained in Section 13(c) of FDIA;
or (ii) by the Director of the OTS, or his or her designee, at the time that the
Director of the OTS, or his or her  designee  approves a  supervisory  merger to
resolve  problems  related to operation of the Savings  Association  or when the
Savings  Association is determined by the Director of the OTS to be in an unsafe
or  unsound  condition.  Any rights of the  parties  that have  already  vested,
however, shall not be affected by such action.

         (e) Notwithstanding  anything herein to the contrary, any payments made
to the Employee pursuant to the Agreement, or otherwise, shall be subject to and
conditioned   upon  compliance  with  12  USC  ss.1828(k)  and  any  regulations
promulgated thereunder.

         5.  Suspension  of  Employment . If the  Employee is  suspended  and/or
temporarily  prohibited  from  participating  in  the  conduct  of  the  Savings
Association's  affairs by a notice served under Section 8(e)(3) or (g)(1) of the
FDIA (12 U.S.C.  1818(e)(3) and (g)(1)), the Savings  Association's  obligations
under the Agreement shall be suspended as of the date of service,  unless stayed
by  appropriate  proceedings.  If the charges in the notice are  dismissed,  the
Savings  Association  may within its discretion (i) pay the Employee all or part
of the compensation  withheld while its contract  obligations were suspended and
(ii) reinstate any of its obligations which were suspended.

         6.       Successors and Assigns.

         (a) This  Agreement  shall inure to the benefit of and be binding  upon
any corporate or other successor of the Savings Association which shall acquire,
directly or indirectly, by merger, consolidation,  purchase or otherwise, all or
substantially all of the assets or stock of the Savings Association.

         (b) The Employee  shall be precluded  from  assigning or delegating his
rights or duties  hereunder  without first  obtaining the written consent of the
Savings Association.

         7.  Amendments.  No amendments or additions to this Agreement  shall be
binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

         8.  Applicable  Law. This  agreement  shall be governed by all respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of  Georgia,  except to the extent  that  Federal law shall be
deemed to apply.


                                        4

<PAGE>



         9.  Severability.  The  provisions  of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         10. Arbitration. Any controversy or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association  ("AAA")  nearest  to the home  office  of the  Savings
Association,  and judgment  upon the award  rendered may be entered in any court
having jurisdiction thereof, except to the extend that the parties may otherwise
reach a mutual settlement of such issue. The Savings Association shall reimburse
Employee for all reasonable costs and expenses,  including reasonable attorneys'
fees, arising from such dispute,  proceedings or actions, following the delivery
of the decision of the arbitrator finding in favor of the Employee. Further, the
settlement of the dispute to be approved by the Board of the Savings Association
or the Parent may  include a  provision  for the  reimbursement  by the  Savings
Association  or Parent to the Employee for all  reasonable  costs and  expenses,
including reasonable attorneys' fees, arising from such dispute,  proceedings or
actions,  or the Board of the Savings  Association  or the Parent may  authorize
such reimbursement of such reasonable costs and expenses by separate action upon
a written  action and  determination  of the Board  following  settlement of the
dispute.

         11. Entire Agreement. This Agreement together with any understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.


                                        5