**EXHIBIT
10.5**





**HABERSHAM
BANCORP**





**SPLIT
DOLLAR AGREEMENT AND COLLATERAL ASSIGNMENT**





**Summary
of Material Terms Specific to Each Executive**





Name
    
    Face
      AmountMr.
      Ariail
    
    $
      100,000Mr.
      Stovall
    
    $
      200,000







**SPLIT
DOLLAR AGREEMENT**





**THIS
AGREEMENT** made as
of this 1st day of January, 1991, between **HABERSHAM
BANCORP** , a
Georgia corporation (hereinafter referred to as the “Corporation”), and
____________________ (hereinafter referred to as the “Insured”).





**W
I T N E S S E T H** :





**WHEREAS** , the
Insured is employed by the Corporation and has performed valuable services;
and





**WHEREAS** , the
Insured wishes to provide life insurance protection for his family under a
policy of life insurance insuring his life (hereinafter referred to as the
“Policy”), which is described in Exhibit A attached hereto and which is being
issued by Royal Maccabees Life Insurance Company (hereinafter referred to as the
“Insurer”); and





**WHEREAS** , in
furtherance of the relationship of the Corporation and the Insured, the
Corporation desires to enter into an agreement with respect to the payment of
premiums of the Policy in order to provide such insurance protection;
and





**NOW,
THEREFORE** , the
parties mutually agree as follows:





**ARTICLE
1 - PURCHASE OF INSURANCE**





The
Insured has purchased the Policy from the Insurer in the total face amount of ___________ Dollars
($__________). The parties hereto have caused the Insurer to issue the Policy,
and shall take any further action which may be necessary to cause the Policy to
conform to the provisions of this Agreement. The parties hereto agree that the
Policy shall be subject to the terms and conditions of this Agreement and of the
Collateral Assignment filed with the Insurer relating to the
Policy.





**ARTICLE
2 - PAYMENT OF PREMIUMS**





2.1  On or
before the due date of each Policy premium, or within the grace period provided
therein, the Corporation shall pay to the Insurer the balance of the Policy
premium due after application of dividends declared on the Policy to the
premiums due pursuant to Section 2.2, and shall promptly furnish the Insured
evidence of timely payment of such premium. The Corporation shall annually
furnish the Insured a statement of the amount of income reportable by the
Insured for federal and state income tax purposes as a result of its payment of
the premium.











2.2 Dividends
on the Policy shall be applied annually to reduce the Policy premiums. The
parties hereto agree that the dividend election provisior of the Policy shall
conform to the provisions hereof.





**ARTICLE
3 - POLICY OWNERSHIP**





3.1 (a) The
Insured shall be the sole and absolute owner of the Policy, and may exercise all
ownership rights granted to the owner thereof by the terms of the Policy, except
as may otherwise be provided herein.





(b) It is the
intention of the parties that, under the terms of this Agreement and the
Collateral Assignment to the Corporation executed by the Insured in connection
herewith, the Insured shall retain all rights which the policy grants to the
owner thereof, except the right of the Corporation to be repaid the Amount Due
under this Agreement as defined in Article 4 and Article 5. Specifically, but
without limitation, the Corporation shall neither have nor exercise any right as
collateral assignee of the Policy which would in any way defeat or impair the
Insured’s right to receive the cash surrender value or the death proceeds of the
Policy, if any, in excess of the Amount Due the Corporation hereunder. All
provisions of this Agreement and of the Collateral Assignment shall be construed
so as to carry out such intention.





(c) To secure
the repayment to the Corporation of the Amount Due, the Insured has,
contemporaneously herewith, assigned the Policy to the Corporation as
collateral, which collateral assignment specifically limits the right of the
Corporation thereunder to the repayment of the Amount Due. Such repayment may be
made from the cash surrender value of the Policy (as defined therein) if this
Agreement is terminated or if the Insured surrenders or cancels the Policy, and
shall be made from the death proceeds of the Policy if the Insured should die
while the Policy and this Agreement remain in force. In no event shall the
corporation have any right to borrow against the Policy. The collateral
assignment of the Policy to the Corporation shall not be terminated or amended
by the Insured without the express written consent of the Corporation. The
parties agree to take all action necessary to cause such Collateral Assignment
to conform to the provisions of this Agreement.





3.2 (a) The
Insured shall take no action with respect to the Policy which would compromise
or jeopardize the Corporation’s right to be repaid the Amount Due without the
written consent of the Corporation.










(b) Notwithstanding
any provision hereof to the contrary, the Insured shall have the right
absolutely and irrevocably to give to a donee all of his right, title and
interest in and to the Policy, subject to the terms of this Agree-ment and to
the Collateral Assignment of the Policy to the Corporation pursuant hereto. The
Insured may exercise this right by executing a written transfer of ownership in
the form used by the Insurer for irrevocable gifts if insurance policies, and
delivering this form to the Corporation. Upon receipt of such form, executed by
the Insured and duly accepted by the donee, the Corporation shall consent
thereto in writing, and shall thereafter treat the donee as the sole Owner of
the Policy, having all of the right, title and interest in and to the Policy of
the Insured herein, subject to this Agreement and the collateral assignment of
the Policy to the Corporation. Thereafter, the Insured shall have no right,
title or interest in and to the Policy, all such rights being vested in and
exercisable only by the donee.





**ARTICLE
4 - TERMINATION BY DEATH**





Upon the
death of the Insured, the Corporation shall have the unqualified right to
receive a portion of the death benefit provided under the Policy equal to the
lesser of the amount which it has paid toward the premiums on the Policy prior
to the death of the Insured or the cash surrender value of the Policy (herein
referred to as the “Amount Due” if the agreement terminates at the death of the
Insured). In no event shall the amount payable to the Corporation hereunder
exceed the Policy proceeds payable. Any death benefit in excess of the Amount
Due shall be paid directly to the beneficiaries designated by the Insured in the
manner and in the amounts provided in the beneficiary designation provision of
the Policy. The parties agree that the beneficiary designation provision of the
Policy shall conform to the provisions of this Agreement.





**ARTICLE
5 - OTHER TERMINATIONS**





5.1 (a) This
Agreement shall terminate, without notice, upon the first to occur of the
following: (i) the total cessa-tion of the business of the Corporation; (ii) the
bankruptcy, receivership or dissolution of the corporation; or (iii) the
termination of the Insured’s employment by the Corporation for any reason other
than his death.





(b) In
addition, the Insured may terminate this Agreement, while no premium under the
Policy is overdue, by written notice to the Corporation. Such termination shall
be effective as of the date of such notice.





5.2 Upon the
termination of this Agreement pursuant to paragraph 5.1, the Corporation shall
have the unqualified right to receive an amount (herein referred to as the
“Amount Due” if the Agreement terminates under paragraph 5.1) equal to the
following:










(a) if this
Agreement terminates within ten (10) years of the date hereon, the greater of
the amount which the Corporation has paid toward the premiums on the Policy
prior to the date of termination or the cash surrender value of the Policy;
or





(b) if this
Agreement terminates after the tenth (10th) year anniversary of the date hereof,
the amount which the Corporation has paid toward the premiums on the Policy
prior to the date of termination.





5.3 (a) For
thirty (30) days after the date of the termination of this Agreement, the
Insured shall have the option of obtaining the release of the collateral
assignment of the Policy to the Corporation by repaying to the Corporation the
full Amount Due. Upon receipt of the Amount Due, the Corporation shall release
the collateral assignment of the Policy, by the execution and delivery of an
appropriate instrument of release.





(b) If the
Insured fails to exercise the option granted under the preceding paragraph
within the thirty (30) day period specified therein, then:





(1) If this
Agreement terminates within ten (10) years of the date hereof, at the request of
the Corporation, the Insured shall execute any document or documents required by
the Insurer to transfer the interest of the Insured in the Policy to the
Corporation. Thereafter, neither the Insured nor his respective successors,
assigns, heirs, executors, administrators or beneficiaries shall have any
further interest in and to the Policy.





(2) If this
Agreement terminates after the tenth (10th) year anniversary of the date hereof,
the Corporation shall enforce its right to be repaid the Amount Due from the
cash surrender value of the Policy under the Collateral Assignment of the Policy
and thereafter shall release the collateral assignment of the Policy, by
execution and delivery of the appropriate instrument of release.





(c) If this
Agreement terminates after the tenth (10th) anniversary of the date hereof, the
paid up death benefit under the Policy after the payment of the Amount Due as
provided in paragraph (b) shall be at least fifty percent (50%) of the original
face amount of the Policy based on current interest, mortality and expenses
assumptions on the date of termination and projected to last through the
Insured’s life expectancy. Each year of employment thereafter during which this
Agreement is in effect will result in potential increased future paid up death
benefits under the Policy.










(d) Subject
to the provisions of paragraphs (a) and (b) of this Section 5.2, upon
termination of this Agreement either the Insured or the Corporation shall have
the right to surrender or cancel the Policy and the Corporation shall have the
right to receive the Amount Due directly from the Insurer.





**ARTICLE
6 - MISCELLANEOUS**





6.1 This
Agreement may not be amended except by a written instrument signed by the
parties hereto, or their respective successors or assigns, and may not be
otherwise terminated except as provided herein.





6.2 This
Agreement shall be binding upon and inure to the benefit of the Corporation and
its successors and assigns, and the Insured, the Insured, and his respective
successors, assigns, heirs, executors, administrators and
beneficiaries.





6.3 This
Agreement, and the rights of the parties here-under, shall be governed by and
construed in accordance with the laws of the State of Georgia.





**IN
WITNESS WHEREOF** , the
parties hereto have executed this Agreement, in duplicate, as of the day and
year first above written.





ATTEST:     HABERSHAM
      BANCORPBy:SecretaryTitle:CORPORATIONINSURED







****


**EXHIBIT
A**





The
following life insurance policy is subject to the attached Split Dollar
Agreement:





Insurer:
    
    ROYAL
      MACCABEES LIFE INSURANCE COMPANYInsured:Policy
      Number:Face
      Amount:
    $Dividend
      Option:









**COLLATERAL
ASSIGNMENT**





**FOR
VALUE RECEIVED** the
Undersigned hereby assigns, transfers and sets over to **HABERSHAM
BANCORP** , a
corporation organized and existing under the laws of the State of Georgia (the
“Assignee”), Policy No. __________ issued by the **ROYAL
MACCABEES LIFE INSURANCE COMPANY** (the
“Insurer”), on the life of ____________________ and all supplemental contracts
(the “Policy”) as collateral security for those liabilities of the Undersigned
to the Assignee arising under the terms of the Split Dollar Agreement between
the Undersigned and the Assignee dated January 1, 1991 (“Amount Due”),
subject to all the terms and conditions of the Policy and to any superior liens
which the Insurer may have against the Policy.





This
Collateral Assignment is being made solely for the purpose of assuring the
Assignee of payment of the Amount Due and specifically does not transfer any
other rights of ownership in the Policy. All other rights of ownership in the
Policy are reserved by the undersigned and excluded from this assignment
including, but not limited, to the following:





1.
    The
      right to designate and change the
beneficiary;





2.
    The
      right to elect any optional mode of settlement permitted by the Policy or
      allowed by the Insurer; but any designation or change of beneficiary or
      election of a mode of settlement shall be made subject to this assignment
      and to the rights of the Assignee
hereunder;





3.
    The
      right to surrender the Policy or to obtain policy loans from the Insurer
      limited to amounts in excess of the Amount Due;
and





4.
    The
      right to elect a non-forfeiture provision, to change the application of
      dividends or to exercise any other rights available under the terms of the
      Policy.





The
Insurer shall have the right to rely upon a sworn statement of an officer of the
Assignee setting forth the amount to which the Assignee claims to be entitled to
receive from the cash surrender value or from the policy proceeds, as the case
may be. The sole receipt of the Assignee for any sums received shall be a full
discharge and release therefore to the Insurer. Checks for sums payable under
the Policy and assigned herein, shall be drawn to the exclusive order of the
Assignee if, when and in such amounts as may be requested by
Assignee.





Signed
this 1st day of January, 1991.