****
 **HABERSHAM
BANK**
  **DIRECTOR
SUPPLEMENTAL RETIREMENT PLAN AGREEMENT**
  **Summary
of Material Terms Specific to Each Director**
  Name
    
    Face
      Amount
      (Whole
      Life)
    
    Face
      Amount
      (Adjustable
      Life)Mr.
      Arial
    
    $
    291,285
    
    $
    160,500Mr.
      Arrendale, III
    
    
    280,207
    
    
    153,750Mr.
      Martin
    
    
    249,841
    
    
    127,500Mr.
      Owen (1)
    
    
    220,051
    
    
    233,669Mr.
      Stapleton
    
    
    187,000
    
    
    204,780Mr.
      Stovall (2)
    
    
    280,207
    
    
    153,750280,207
    
    
    153,750Mr.
      Wilbanks
    
    
    183,096
    
    
    85,500
 ____________
 (1)
    The
      terms of Mr. Owen’s agreement vary slightly because he became a director
      after the others listed above. Its assumed purchase dates are
      March 19, 2001 and its policies are universal life insurance
      contracts issued by New York Life and Annuity Corporation and Union
      Central Life Insurance Company.
 
 (2)
    Mr.
      Stovall has two separate supplemental retirement plan agreements. One is
      with Habersham Bank, and the other is with Security State Bank, where he
      also served as a director.
  
  DIRECTOR
SUPPLEMENTAL RETIREMENT PLAN
  AGREEMENT
  This
Agreement, made and entered into this 2 nd day of
December, 1998, by and between Habersham Bank, a Bank organized and existing
under the laws of the State of Georgia, hereinafter referred to as “the Bank”,
and ____________________, a Director of the Bank, hereinafter referred to as
“the Director”.
  The
Director has been in the employ of the Bank and has now and is faithfully
serving the Bank. It is the consensus of the Board of Directors of the Bank (The
Board) that the Director’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
Director’s experience, knowledge of corporate affairs, reputation and industry
contacts are of such value and his continued services are so essential to the
Bank’s future growth and profits that it would suffer severe financial loss
should the Director terminate his services.
  Accordingly,
it is the desire of the Bank and the Director to enter into this Agreement under
which the Bank will agree to make certain payments to the Director upon his
retirement and, alternatively, to his beneficiary(ies) in the event of his
premature death while employed by the Bank.
  It is the
intent of the parties hereto that this Agreement be considered an arrangement
maintained primarily to provide supplemental retirement benefits for the
Director, as a member of a select group of management of the Bank for purposes
of the Employee Retirement Security Act of 1974 (ERISA). The Director is fully
advised of the Bank’s financial status and has had substantial input in the
design and operation of this benefit plan.
  Therefore,
in consideration of the Director’s services 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 Director, agree as follows:
  **I.**
    **DEFINITIONS**
  A.
    Effective
      Date:
  The
Effective Date of this Agreement shall be December 2, 1998.
  2
  B.
    Plan
      Year:
  Any
reference to “Plan
Year” shall mean a calendar year from January 1 to December 31. In the year of
implementation, the term “Plan Year” shall mean the period from the effective
date to December 31 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 Director reaches his seventieth (70th) birthday or such date as
      the Director may actually retire.******
  D.
    Early
      Retirement Date:******Early
      Retirement Date shall mean a retirement from service which is effective
      prior to the Retirement Date stated above, provided the Executive has
      attained the age of sixty-five (65).******
  E.
    Termination
      of Service:******Termination
      of Service shall mean voluntary resignation of service by the Director or
      the Bank’s discharge of the Director without cause (as defined in
      Subparagraph III (F) hereinafter), prior to the Normal Retirement Age
      (described in Subparagraph I (K) hereinafter).******
  F.
    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 Director. Prior to
      termination of service or the Director’s retirement, such liability
      reserve account shall be increased or decreased each Plan Year (including
      the Plan Year in which the Director ceases to be employed by the Bank) by
      an amount equal to the annual earnings or loss for that Plan Year
      determined by the Index (described in Subparagraph I (H) hereinafter),
      less the Cost of Funds Expense for that Plan Year (described in
      Subparagraph I (I) hereinafter), divided by a factor equal to 1.01 minus
      the marginal tax rate of the Bank.******
  G.
    Index
      Retirement Benefit:******The
      Index Retirement Benefit for the Director for any year shall be equal to
      the excess of the annual earnings (if any) determined by the Index
      [Subparagraph I (H)] for that Plan Year over the Cost of Funds Expense
      [Subparagraph I (1)] for that Plan Year, divided by a factor equal to 1.01
      minus the marginal tax rate of the Bank.
  H.
    Index:
  The Index
for any Plan Year shall be the aggregate annual after-tax income from the life
insurance contracts described hereinafter as defined by FASB Technical Bulletin
85-4. This Index shall be applied as if such insurance contracts were purchased
on the effective date hereof.
  3
  Insurance
      Company:
    Canada
      Life AssurancePolicy
      Form:
    Whole
      LifePolicy
      Name:
    CL/1Insured’s
      Age and Sex:
    __________Riders:
    __________Ratings:
    NoneOption:
    Level
      Death BenefitFace
      Amount:
    $__________Premiums
      Paid:
    $75,000Number
      of Premium Payments:
    OneAssumed
      Purchase Date:
    December
      2, 1998Insurance
      Company:
    Transamerica
      AssurancePolicy
      Form:
    Flexible
      Premium Adjustable LifePolicy
      Name:
    No
      Load Tac SaverInsured’s
      Age and Sex:
    __________Riders:
    __________Ratings:
    NoneOption:
    Level
      Death BenefitFace
      Amount:
    $__________Premiums
      Paid:
    $75,000Number
      of Premium Payments:
    OneAssumed
      Purchase Date:
    September 21,
      1998
 
 
 If such
contracts of life insurance are actually purchased by the Bank then the actual
policies as of the dates they were purchased shall be used in calculations under
this Agreement. 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 from the
above named insurance company(ies) on the Effective Date from which the increase
in policy value will be used to calculate the amount of the Index.
 
 In either
case, references to the life insurance contract are merely for purposes of
calculating a benefit. The Bank has no obligation to purchase such life
insurance and, if purchased, the Director and his beneficiary(ies) shall have no
ownership interest in such policy and shall always have no greater interest in
the benefits under this Agreement than that of an unsecured general creditor of
the Bank.
 
 **II.**
    **Cost
      of Funds Expense**:
  The Cost
of Funds Expense for any Plan Year shall be calculated by taking the sum of the
amount of premiums set forth in the Indexed policies described above plus the
amount of any after-tax benefits paid to the Director pursuant to this Agreement
(Paragraph III hereinafter) plus the amount of all previous years after-tax
Costs of Funds Expense, and multiplying that sum by the average after-tax cost
of funds of the Bank ’s third
quarter Call Report for the Plan Year as filed with the Bank’s regulatory
agency.
 
 4
 
 A.
    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 or the Bank ’s
holding company from the Effective 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 in
control.
  B.
    Normal
      Retirement Age:
  Normal
Retirement Age shall mean the date on which the Director attains age seventy
(70).
  **III.**
    **EMPLOYMENT**
  No
provision of this Agreement shall be deemed to restrict or limit any existing
employment agreement by and between the Bank and the Director, nor shall any
conditions herein create specific employment rights to the Director nor limit
the right of the Employer to discharge the Director with or without cause. In a
similar fashion, no provision shall limit the Director ’s rights
to voluntarily sever his employment at any time.
  **IV.**
    **INDEX
      BENEFITS**
  The
following benefits provided by the Bank to the Director are in the nature of a
fringe benefit and shall in no event be construed to effect nor limit the
Director ’s
current or prospective salary increases, cash bonuses or profit-sharing
distributions or credits.
  A.
    Retirement
      Benefits:
  The
Director shall be entitled to receive the balance in his Pre-Retirement Account
[as defined in Subparagraph I (F)] in ten (10) equal annual installments commencing thirty (30) days following the Director’s Retirement
Date. In addition to these payments, commencing with the Plan Year in which the
Director attains his Retirement Date, the Index Retirement Benefit (as defined
in Subparagraph I (G) above) for each year shall be paid to the Director until
his death.
  B.
    Early
      Retirement:
  Should
the Executive elect Early Retirement or be discharged without cause by the Bank
subsequent to the Early Retirement Date [defined in Subparagraph I (D)], the
Executive shall be entitled to receive the balance in the Pre-Retirement Account
paid over ten (10) years in equal installments commencing thirty (30) days
following said Early Retirement Date. In addition to these payments and
commencing in the Plan Year in which the Executive retires early, the Index
Retirement Benefit for each year shall be paid to the Executive until his
death.
  5
  C.
    Termination
      of Service:
  Subject
to Subparagraph III (F) hereinafter, should a Director suffer a termination of
service [defined in Subparagraph I (E)], he shall be entitled to receive the
balance in the Pre-Retirement Account paid over ten (10) years in equal
installments commencing at the Normal Retirement Age [Subparagraph I (K)]. In
addition to these payments and commencing in the Plan Year in which the Director
attains his Normal Retirement Age, the Index Retirement Benefit for each year
shall be paid to the Director until his death.
  D.
    Disability
      Benefit:
  In the
event the Director becomes disabled prior to Termination of Service, and the
Director ’s
service on the Board is terminated because of such disability, he shall
immediately begin receiving the benefits in Subparagraph III (A) above. Such
benefit shall begin without regard to Director’s Normal Retirement Age and the
Director shall be one hundred percent (100%) vested in the entire benefit
amount. If there is a dispute regarding whether the Director 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.
  E.
    Death:
  (i)
    Should
      the Director die prior to having received the full balance of the
      Pre-Retirement Account, the unpaid balance of the Pre-Retirement Account
      shall be paid in a lump sum to the beneficiary selected by the Director
      and filed with the Bank; and
  (ii)
    When
      the Director dies, in addition to the payment the Director’s designated
      beneficiary may receive described in II (D) (1) hereinabove, the
      Director’s designated beneficiary shall receive an amount of money equal
      to what the Director’s Index Retirement Benefit would have been had the
      Director received ten (10) Index Retirement Benefits after death, or had
      the Director lived until age 85, whichever amount is greater. This benefit
      shall be paid in the amount and at the times the Director would have
      received said Index Retirement Benefits; and
  (iii)
    In
      any event, in the absence of or a failure to designate a beneficiary, the
      amounts described herein shall be paid to the personal representative of
      the Director’s estate.
  Subject
to Paragraph IV, no other death benefit shall be payable under this
Agreement.
 
 6
  F.
    Termination
      of. Service and Discharge for Cause:
  Should a
Director who began serving the Bank subsequent to December 2, 1998 and who has
not served the Bank for five (5) full years from the date of first service
suffer a termination of service, or if any Director should be discharged for
cause at any time, all Benefits under this Agreement shall be forfeited. The
term “for
cause” shall mean gross negligence or gross neglect or the commission of a
felony or gross misdemeanor involving moral turpitude, fraud, dishonesty or
willful violation of any law that results in any adverse effect on the Bank. If
a dispute arises as to discharge “for cause”, such dispute shall be resolved by
arbitration as set forth in this Agreement.
  **V.**
    **DEFERRAL
      BENEFITS**
  Any
director wishing to defer any portion or all of his director fees may elect to
defer up to 100% each year for a maximum of five (5) years. At the end of the
five year period the Board of Directors shall have the option of extending the
deferral period for any amount of time it shall deem to be appropriate. The Bank
shall establish a Deferred Compensation Account in the name of the Director, 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 one hundred percent (100%) of the average
one-year treasury rate for the Plan Year.
  The
Director will make his 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.
  Upon the
Director’s Retirement Date, Termination of Service from the Board, Disability
(Subparagraphs I (C), (D) and (E), and Subparagraph III (D) hereinabove), or
Death, the balance of the Director’s Deferred Compensation Account shall be
payable to the Director.
  Subject
to Subparagraph III (E), no other death benefit shall be payable under this
Agreement.
  **VI.**
    **RESTRICTIONS
      UPON FUNDIN**G
  The Bank
shall have no obligation to set aside, earmark or entrust any fund or money with
which to pay its obligations under this Agreement. The Director, his
beneficiary(ies) or any successor in interest to him 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 Agreement or to refrain from funding the same and
to determine the exact nature and method of such funding. Should the Bank elect
to fund this Agreement, 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 the Director be deemed to have any lien or
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 Director, then the Director shall assist the Bank by freely
submitting to a physical exam and supplying such additional information
necessary to obtain such insurance or annuities.
 
 7
  **VII.**
    **CHANGE
      OF CONTROL**
  Upon a
Change of Control (as defined in Subparagraph I (J) herein), the Director shall
receive the benefits promised in this Agreement upon attaining Normal Retirement
Age, as if he had been continuously employed by the Bank until his Normal
Retirement Age. The Director will also remain eligible for all promised death
benefits in this Agreement. 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 Agreement and agrees to abide by its
terms.
  **VIII.**
    **MISCELLANEOUS**
  A.
    Alienability
      and Assignment Prohibition:
  Neither
the Director, his/her surviving spouse nor any other beneficiary under this
Agreement 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 Director or his beneficiary, nor be transferable by operation of law
in the event of bankruptcy, insolvency or otherwise. In the event the Director
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 Bank and any Successor in Interest:
  The Bank
expressly agrees that it 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 Agreement. This
Agreement shall be binding upon the parties hereto, their successors,
beneficiary(ies), heirs and personal representatives.
  C.
    Revocation:
  It is
agreed by and between the parties hereto that, during the lifetime of the
Director, this Agreement may be amended or revoked at any time or times, in
whole or in part, by the mutual written assent of the Director and the
Bank.
 
 8
  D.
    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 so apply.
  E.
    Effect
      on Other Bank Benefit Plans:
  Nothing
contained in this Agreement shall affect the right of the Director 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 Agreement are inserted for reference and convenience
only and shall not be deemed a part of this Agreement.
  G.
    Applicable
      Law:
  The
validity and interpretation of this Agreement shall be governed by the laws of
the State of Georgia.
  **IX.**
    **ERISA
      PROVISION**
  A.
    Named
      Fiduciary and Plan Administrator:
  The “Named
Fiduciary and Plan Administrator” of this plan shall be Habersham Bank until its
removal by the Board. As Named Fiduciary and Administrator, the Bank shall be
responsible for the management, control and administration of the Fee
Continuation Agreement 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 ministerial
duties to qualified individuals.
  B.
    Claims
      Procedure and Arbitration:
  In the
event a dispute arises over benefits under this Agreement and benefits are not
paid to the Director (or to his beneficiary in the case of the
Director ’s death)
and such claimants feel they are entitled to receive such benefits, then a
written claim must be made to the Plan Administrator named above within ninety
(90) days from the date payments are refused. The Plan Administrator shall
review the written claim and if the claim is denied, in whole or in part, they
shall provide in writing within ninety (90) days of receipt of such claim their
specific reasons for such denial, reference to the provisions of this Agreement
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 Plan Administrator
fails to take any action within the aforesaid ninety-day period.
 
 9
  If
claimants desire a second review they shall notify the Plan Administrator in
writing within ninety (90) days of the first claim denial. Claimants may review
this Agreement or any documents relating thereto and submit any written issues
and comments they may feel appropriate. In its sole discretion, the Plan
Administrator shall then review the second claim and provide a written decision
within ninety (90) 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 this Agreement upon which the decision is
based.
  If
claimants continue to dispute the benefit denial based upon completed
performance of this Agreement or the meaning and effect of the terms and
conditions thereof, then claimants may submit the dispute to a Board of
Arbitration for final arbitration. Said Board shall consist of one member
selected by the claimant, one member selected by the Bank, and the third member
selected by the first two members. The Board 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 Board with respect to any controversy properly submitted to
it for determination.
  Where a
dispute arises as to the Bank’s discharge of the Director “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.
  
 IN
WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read
this Agreement and executed the original thereof on the 2nd day of December,
1998 and that, upon execution, each has received a conforming copy.
 
 **HABERSHAM
      BANK**Clarksville,
      GeorgiaBy:Witness
    
    
    TitleWitness
    
    
    ****
 
 10
 ****
 **BENEFICIARY
DESIGNATION FORM**
 **FOR
THE DIRECTOR SUPPLEMENTAL**
 **RETIREMENT
PLAN AGREEMENT**
  **PRIMARY
DESIGNATION:**
  Name
    Address
    Relationship
 
 **SECONDARY
(CONTINGENT) DESIGNATION:**
  
 
 All sums
payable under the Director Supplemental Retirement Plan Agreement by reason of
my death shall be paid to the Primary Beneficiary, if he or she survives me, and
if no Primary Beneficiary shall survive me, then to the Secondary (Contingent)
Beneficiary.
 
 Date
  11
  LIFE
INSURANCE
 
 ENDORSEMENT
METHOD SPLIT DOLLAR PLAN
 
 AGREEMENT
 
 
 
 Insurer:
    Canada
      Life AssurancePolicy
      Number:
    __________Bank:
    Habersham
      BankInsured:
    ____________________Relationship
      of Insured to Bank:
    Director
 
 The
respective rights and duties of the Bank and the Insured in the subject policy
shall be as defined in the following:
 
 
 **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, then, 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 his 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.
 
 
  **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 Employee the amount of imputed income
      received each year on Form W-2 or its
equivalent.
 
 **VI.**
    **DIVISION
      OF DEATH PROCEEDS**
 
 Subject
      to Paragraph VII herein, the division of the death proceeds of the policy
      is as follows:
 
 A.
    Upon
      the death of an Insured who is serving the Bank at the time of death or
      who was serving the Bank on or before December 2, 1998, 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.
 
 B.
    Should
      an Insured who began serving the Bank subsequent to December 2, 1998 not
      be employed by the Bank at the time of his or her death, the Insured's
      beneficiary(ies), designated in accordance with Paragraph III, shall be
      entitled to the following percentage of the proceeds described in
      subparagraph VI (A) hereinabove that corresponds to the full number of
      years the Insured served the Bank from the date of first
      service:
 
 
 Total
      Yearsof
      Servicewith
      the Bank
    Vested0-4
    0%5
      or more
    100%
 
 
 C.
    The
      Bank shall be entitled to the remainder of such
  proceeds.
 
 D.
    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 be 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 at the option of the Bank following thirty (30)
      days written notice to the Insured upon the happening of any one of the
      following:
 
 1.
    The
      Insured who began serving the Bank subsequent to December 2, 1998 shall
      leave the service of the Bank (voluntarily or involuntarily) prior to five
      (5) full years of service with the Bank, or
 
 2.
    The
      Insured shall be discharged from service with the Bank for cause. The term
      "for cause" shall mean gross negligence or gross neglect or the commission
      of a felony or gross-misdemeanor involving moral turpitude, fraud,
      dishonesty or willful violation of any law that results in any adverse
      effect on the Bank.
 
 Upon
      such termination, the Insured (or assignee) shall have a ninety (90) 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 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.
 
 2.
    The
      amount of the premiums which have been paid by the Bank prior to the date
      of such assignment.
 
 Should
      the Insured (or assignee) fail to exercise this option within the
      prescribed ninety (90) day period, the Insured (or assignee) agrees that
      all of his rights, interest and claims in the policy shall terminate as of
      the date of the termination of this
Agreement.
 
 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.**
    **NAMED
      FIDUCIARY AND PLAN ADMINISTRATOR**
 
 Security
      State Bank is hereby designated the "Named Fiduciary" until resignation or
      removal by the Board of Directors. As Named Fiduciary, the Bank shall be
      responsible for the management, control, and administration of this Split
      Dollar Plan as established herein. The Named Fiduciary may allocate 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.
 
 **XIII.**
    **FUNDING
      POLICY**
 
 The
      funding policy for this Split Dollar Plan shall be to maintain the subject
      policy in force by paying, when due, all premiums
  required.
 
 **XIV.**
    **CLAIM
      PROCEDURES FOR LIFE INSURANCE POLICY AND SPLIT DOLLAR
      PLAN**
 
 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, he 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 to the Named Fiduciary.
 
 In
      the event that a claim is not eligible under the policy, the Insurer will
      notify the Named Fiduciary of 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, he 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.
  
  **XV.**
    **GENDER**
 
 Whenever
      in this Agreement words are used in the masculineorneuter
      gender, they shall be read and construed as in the masculine, feminine or
      neuter gender, whenever they should so
apply.
 
 **XVI.**
    **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.
 
 Executed
at Clarksville, Georgia this 2 nd day of
December, 1998.
 HABERSHAM
      BANKClarksville,
      GeorgiaBy:Witness
    
    
    TitleWitness
  
  **BENEFICIARY
DESIGNATION FORM**
 
 
 PRIMARY
      DESIGNATION:Name
    
    RelationshipCONTINGENT
      DESIGNATION:Date