EXHIBIT
      10.1*





HABERSHAM
      BANCORP 401-K SUMMARY PLAN DESCRIPTION
















**Habersham
      Bancorp 401(k) Plan**





**SUMMARY
      PLAN DESCRIPTION**













Effective:
      January 1, 2004





**Habersham
      Bancorp 401(k) Plan**





**Summary
      Plan Description**





**Table
      of Contents**


**ARTICLE**
                **DESCRIPTION**
                **PAGE****I**
                **INTRODUCTION**
                **50****II**
                **GENERAL
                    INFORMATION ABOUT THE PLAN**
                **51****III**
                **PARTICIPATION
                    IN YOUR PLAN**
                **52****IV**
                **EMPLOYEE
                    CONTRIBUTIONS**
                **53****V**
                **EMPLOYER
                    CONTRIBUTIONS**
                **55****VI**
                **VESTING**
                **56****VII**
                **SERVICE
                    RULES**
                **57****VIII**
                **COMPENSATION**
                **57****IX**
                **PARTICIPANT
                    ACCOUNTS**
                **58****X**
                **DISTRIBUTIONS
                    AND BENEFITS UNDER YOUR PLAN**
                **59****XI**
                **BENEFIT
                    PAYMENT OPTIONS**
                **62****XII**
                **TOP-HEAVY
                    RULES**
                **63****XIII**
                **PARTICIPANT
                    LOAN PROGRAM**
                **63****XIV**
                **MISCELLANEOUS**
                **66****XV**
                **STATEMENT
                    OF ERISA RIGHTS**
                **67**













**Article
      I**





**INTRODUCTION**







In
      order
      to recognize the hard work and good efforts of its Employees, your Employer,
      Habersham Bancorp, (the "Employer") established the Habersham Bancorp 401(k)
      Plan (the "Plan"), for the exclusive benefit of all eligible Employees and
      their
      Beneficiaries. The original effective date of the Plan was January 1, 1985.
      However, this Summary Plan Description reflects the terms of the Plan under
      the
      most recent amendment, effective January 1, 2004. The Plan allows Eligible
      Employees to defer part of their income on a tax-favored basis into the Plan.
      The contributions which you make to the Plan as 401(k) salary deferrals are
      also
      called "salary reduction" contributions because your current taxable income
      is
      reduced for every dollar you deposit into the Plan.





Also,
      the
      money in the Plan grows on a tax-deferred basis until your retirement. However,
      you must pay taxes when the money is paid out, unless it is transferred to
      another retirement plan or an IRA. You and your Beneficiaries may also be
      eligible for benefits in the event of your death, total disability or other
      termination of your employment with the Employer. This Plan is subject to the
      provisions of the Employee Retirement Income Security Act of 1974 (ERISA).





This
      Summary Plan Description is a brief description of your Plan and your rights
      and
      benefits under the Plan. This Summary Plan Description is not meant to interpret
      or change the provisions of your Plan. A copy of your Plan is on file at your
      Employer's office and may be read by you, your Beneficiaries, or your legal
      representatives at any reasonable time. If you have any questions regarding
      either your Plan or this Summary Plan Description, you should ask your Plan
      Administrator. If any discrepancies exist between this Summary Plan Description
      and the actual provisions of the Plan, the Plan shall govern.








**Article
      II**





**GENERAL
      INFORMATION ABOUT THE PLAN**







**Plan
                Name:**
            Habersham
                Bancorp 401(k) Plan**Employer:**
            Habersham
                Bancorp282
                Historic Highway 441NP
                O
                Box 1980Cornelia,
                GA 30531(706)
                778-1001**Employer
                Tax ID:**
            58-1563165**Three
                Digit Plan Number:**
            001**Type
                of Plan:**
            Cash
                or Deferred Profit Sharing Plan**Administration
                Type:**
            Self-Administered**Plan
                Administrator:**
            Habersham
                Bancorp282
                Historic Highway 441NP
                O
                Box 1980Cornelia,
                GA 30531(706)
                778-1001**Plan
                Administrator ID Number:**
            58-1563165**Legal
                Agent:**
            Habersham
                Bancorp282
                Historic Highway 441NP
                O
                Box 1980Cornelia,
                GA 30531(706)
                778-1001**Trust
                Name:**
            Habersham
                Bancorp 401(k) Trust**Trustees:**
            David
                D. StovallHabersham
                Bancorp, P O Box 1980Cornelia,
                GA 30531(706)
                778-1001Edward
                D. AriailHabersham
                Bancorp, P O Box 1980Cornelia,
                GA 30531(706)
                778-1001**Funding
                Arrangement:**
            Trust**Trust
                Tax ID Number:**
            58-6198356**Plan
                Year:**
            January
                1st to December 31st**Limitation
                Year:**
            January
                1st to December 31st**Anniversary
                Date:**
            December
                31st**Valuation
                Date:**
            The
                last day of the Plan Year










**Article
      III**





**PARTICIPATION
      IN YOUR PLAN**







Before
      you become a Participant in the Plan, there are certain eligibility and
      participation requirements that you must meet. These requirements are explained
      in this section.








**Eligible
      Employees:**





All
      of
      your Employer's employees are considered Eligible Employees and may participate
      in the Plan, once they meet the Eligibility and Participation requirements,
      except members of a collective bargaining unit, non-resident aliens and exclude
      Union Employees, Employees who are non-resident aliens, and Leased Employees..





Service
      with the following is credited as service under this Plan:





Habersham
      Bank


Security
      State Bank







**Eligibility
      Requirements:**





In
      order
      to be eligible for Employer Contributions, you must have attained age 21.





In
      order
      to be eligible for Salary Reduction Contributions, you must have attained age
      21.





In
      order
      to be eligible for Matching Contributions, you must be making 401(k)
      contributions to the Plan. In order to be eligible for Matching Contributions,
      you must have attained age 21.0. The "Eligibility Computation Period" is the
      12
      month period that begins with the date you were hired and each subsequent period
      begins on the anniversary of the date you were hired.








**Entry
      Dates:**





For
      the
      purpose of Employer Contributions, your first Entry Date will be the earlier
      of
      January 1st or the date 6 months thereafter, coincident with or next following
      satisfaction of the eligibility requirements.





For
      the
      purpose of Salary Deferral contributions, your first Entry Date will be the
      earlier of January 1st or the date 6 months thereafter, coincident with or
      next
      following satisfaction of the eligibility requirements.





For
      the
      purpose of Matching Contributions, your first Entry Date will be the earlier
      of
      January 1st or the date 6 months thereafter, coincident with or next following
      satisfaction of the eligibility requirements.








**Rehired
      employees:**





If
      you
      had satisfied the Eligibility requirements before you terminated employment,
      you
      will become a Participant immediately on the date you are rehired, if your
      rehire date is on or after your first Entry Date, as defined above. Otherwise,
      you will be eligible to participate on the next Entry Date. If you had not
      yet
      satisfied the Eligibility requirements at the time you terminated employment,
      you must meet the Eligibility requirements as if you were a new employee.








**Article
      IV**





**EMPLOYEE
      CONTRIBUTIONS**









Your
      401(k) Plan offers you special tax advantages and incentives to participate.
      First, every dollar you put into the Plan reduces your income currently subject
      to Federal Income Tax. Thus, deposits into the 401(k) Plan are often called
      "salary reductions." (However, you must still pay Social Security Taxes on
      your
      gross wages.)





Although
      you will have to pay income tax when you withdraw money from the Plan, you
      may
      be able to defer taxes on a withdrawal by depositing the funds into another
      Plan
      or an Individual Retirement Account (IRA). Because you defer paying taxes until
      you receive payments from the Plan, 401(k) contributions are sometimes called
      "salary deferrals."





The
      following chart illustrates the advantage of making deposits into the 401(k)
      Plan (saving on a tax-deferred basis) rather than making the same investment
      on
      an after-tax basis.





401(k)
                PlanTax-deferred
            
            After-taxSavings
            
            SavingsGross
                Wages
            
            $
            20,000
            
            $
            20,000401(k)
                Deposit
            
            
            1,000
            
            
            N/ATaxable
                Wages
            
            
            19,000
            
            
            20,000Estimated
                Taxes (25%)
            
            
            4,750
            
            
            5,000After-tax
                Investment
            
            
            N/A
            
            
            1,000Net
                Take-home Pay
            
            $
            14,250
            
            $
            14,000





In
      our
      example net take-home pay, after paying taxes and after investing $1,000, is
      $250 greater when the savings are deposited into the 401(k) Plan, rather than
      an
      after-tax investment program that invests in the same fund. Saving $1,000 in
      the
      401(k) Plan only "cost" our example person $750 in take-home pay.





This
      is
      only a rough illustration of the advantages of tax-deferred savings. Please
      discuss your situation with your tax advisor.








**Tax-deferred
      accumulation:**





Another
      big advantage your Plan offers is tax-deferred accumulation of the earnings
      on
      your investments. All the earnings on the money you contribute to your account
      compounds on a tax-deferred basis. You pay taxes on this money only when you
      retire or take distributions for some other reason, such as death or becoming
      totally disabled. If you put your money into an after-tax investment you are
      required to pay income taxes on the earnings each year. Thus, by contributing
      to
      your 401(k) Plan, you'll have more money available at retirement.








**Salary
      reduction agreement:**





In
      order
      to enroll (or to refuse enrollment), your Employer will ask you to complete
      a
      Salary Reduction Agreement. It is here that you tell your Employer how much
      of
      your income you wish to defer to your Plan.





There
      are
      limits placed on the amount you can defer into this Plan. Your salary deferrals
      cannot exceed a maximum dollar amount determined by the Federal Government
      each
      year. For 2006, that amount is $15,000. Generally, if your total deferrals
      from
      all cash or deferred arrangements for a calendar year exceed the dollar amount
      set by the government, the excess must be included in your income for the year.
      The IRS also requires that the combined contribution by you and your Employer
      to
      your accounts not exceed the lesser of $44,000 or 100% of your pay. (The $44,000
      amount may be adjusted each year by the IRS based on changes in the cost of
      living.) Your Employer may also place restrictions on the amount you may defer
      in order to meet IRS requirements.





Your
      Employer will deduct the amount you've elected from your paycheck in accordance
      with procedures established by your Employer.








**Changes
      to your Salary Reduction Election:**





Once
      you
      meet the Plan's eligibility requirements to make salary reduction contributions
      (Salary Deferrals), you may make an election, or change an election the first
      day of the plan quarter. Once you have given the Employer your election,
      deferrals or changes will be implemented on the next change date.





You
      may
      revoke your Salary Reduction Election at any time.








**Restrictions:**





In
      order
      to provide tax-deferred retirement savings, the Plan must place restrictions
      on
      withdrawals from the Plan. Article X describes the circumstances under which
      you
      may withdraw 401(k) deposits from the Plan.








**Election
      not to defer:**





You
      may
      decide that you do not wish to make salary reduction contributions on your
      first
      Entry Date. The Plan Administrator will explain the procedures for delayed
      enrollment in the salary reduction portion of the Plan, if you decide to enroll
      at a later date.








**Excess
      deferrals:**





If
      you
      participate in two or more deferred compensation plans (which include 401(k),
      Simplified Employee Pensions and 403(b) plans), your total deferrals to all
      plans could exceed IRS limits for the year. To avoid paying excise taxes if
      excess contributions have to be returned, you may want to designate which plan
      is to return any excess contributions to you.





If
      you
      elect to have this Plan return any excess, you should notify the Plan
      Administrator so that the excess can be returned to you, along with any
      earnings, before April 15th following the year in which the deferrals were
      withheld.








**Catch-Up
      Contributions:**





All
      Employees who are eligible to make elective deferrals under this Plan and who
      have attained age 50 before the close of a Plan Year beginning after December
      31, 2001 shall be eligible to make Catch-up Contributions from that period
      forward.





Catch-up
      Contributions can occur under three different circumstances.








a.
            A
                Catch-up Contribution can occur if you defer more than the 401(k)
                limit
                ($15,000 for 2006). The amount of permitted Catch-up Contributions
                is
                phased in under the Internal Revenue Code as follows:








Year
            
            Amount2002
            
            $
            1,0002003
            
            $
            2,0002004
            
            $
            3,0002005
            
            $
            4,0002006
                and thereafter
            
            $
            5,000








b.
            A
                Catch-up Contribution can be generated if you defer above a Plan
                imposed
                limit that is less than the limit under the Internal Revenue Code.
                For
                example, if the Plan imposed a Salary Deferral limit of $10,000 and
                for
                2006 you deferred $12,000 you would have a $2,000 Catch-up Contribution.





c.
            A
                Catch-up Contribution may also be generated for an Employee considered
                to
                be Highly Compensated under the provisions of the Plan. If the Plan
                fails
                the Average Deferral Percentage test (ADP) then all or a portion
                of the
                amount of Salary Deferral Contributions that would otherwise have
                to be
                returned to the Employee can be considered Catch-up Contributions.








**Article
      V**





**EMPLOYER
      CONTRIBUTIONS**







Your
      Employer may make contributions to the Plan, in addition to your salary deferral
      401(k) contributions. Your Employer may make Matching Contributions,
      Non-Elective discretionary contributions and required minimum contributions,
      under the Top-Heavy rules (see Article XII) or other legal requirements.








**Matching
      Contributions:**





You
      will
      be eligible to receive an allocation of Employer Matching Contributions if
      you
      have made a salary deferral contribution. In order to receive an allocation
      of
      Matching Contributions you must meet the following requirements during the
      Plan
      Year:








You
      will
      not be required to work any particular number of hours.






The
      amount of the match depends on your 401(k) contributions. Each year, your
      Employer may set a matching percentage that is proportionate to the amount
      of
      your Elective contributions.





The
      Matching Contributions made by your Employer will be allocated to your Matching
      Contribution Account on the last day of the Plan Year described in Article
      II.








**Non-Elective
      or Discretionary Contributions:**





In
      order
      to receive an allocation of Discretionary Employer Contributions you must meet
      the following requirements during the Plan Year:








You
      will
      not be required to work any particular number of hours.







You
      do
      not have to make 401(k) contributions in order to receive a discretionary
      contribution.





The
      amount of the discretionary contribution is set by the Employer each year.








Your
      share of the non-elective/discretionary contribution is based on your
      compensation and a fixed compensation level. The fixed compensation level is
      defined as the Social Security Wage Base in effect on the first day of the
      Plan
      Year.





You
      will
      receive a share of the discretionary contribution based on your total
      Compensation plus another amount based on your Compensation in excess of the
      fixed level. The percentage of pay which will be your share will vary each
      year
      and will depend upon the amount of the discretionary contribution, your
      Compensation, the fixed level amount, the total Compensation for all
      Participants, and the total of all Participants pay in excess of the level
      amount.





For
      example, you might receive 2% of your total pay plus another 2% of pay in excess
      of the fixed level. If your pay was $20,000 and the level amount was $10,000,
      your share would be:





$20,000
      x
      .02 plus ($20,000 - $10,000) x .02 = $600








If
      the
      level amount was $10,000 and your Compensation was $9,000, your share would
      be:








$9,000
      x
      .02 = $180











**Other
      required contributions:**





In
      certain situations, your Employer may be required to make additional
      contributions to the Plan. If the Plan is Top-Heavy (see Article XII) or if
      highly paid participants contribute a higher percentage of pay to the Plan
      than
      other Participants, your Employer may have to take corrective action. This
      action could result in either a reduction in the contributions for the highly
      compensated participants or an additional Employer contribution, in the form
      of
      Non-Elective, Qualified Non-Elective or Qualified Matching Contributions.








**Article
      VI**





**VESTING**







The
      term
      "vesting" refers to the percentage of your Employer Contribution account(s)
      (if
      any) that you are entitled to receive in the event of your termination of
      employment. You will always be 100% vested in any money you contribute to the
      Plan.





If
      you
      terminate employment before you meet the requirements for retirement (see
      Article X), the distribution from the Employer Matching and discretionary
      Accounts will be limited to the vested portion. Your vesting percentage grows
      with your Years of Service. Article VII explains how Years of Service are
      credited.





The
      same
      vesting schedule applies to the Matching and discretionary Employer
      Contributions.





Vesting
      schedule for Matching and discretionary Employer Accounts:





Years
                of Vesting Service
            
            Percent
                VestedLess
                than 1
            
            
            0
            %1
                but less than 2
            
            
            0
            %2
                but less than 3
            
            
            25
            %3
                but less than 4
            
            
            50
            %4
                but less than 5
            
            
            75
            %5
                or more
            
            
            100
            %





Refer
      to
      Article X for information on retirement, disability or death.





In
      the
      event the Plan should become 'top-heavy', the same vesting schedule as non
      top-heavy will apply. See Article XII for an explanation of the top-heavy rules.










**Article
      VII**





**SERVICE
      RULES**









**Year
      of Service:**





You
      will
      earn a Year of Service for purposes of Eligibility during the Eligibility
      Computation Period defined in Article III. You will earn a Year of Service
      for
      purposes of Vesting if you are credited with 1000 Hours of Service during the
      Plan Year. If you are reemployed after incurring five consecutive Breaks in
      Service, all your Years of Service after such Breaks in Service shall be
      disregarded for the purposes of vesting in your Employer-derived Account balance
      that accrued before such breaks, but both pre-break and post-break service
      shall
      count for the purposes of vesting the Employer-derived Account balance that
      accrues after such breaks.





If
      you
      had no vested interest and terminate employment, your service before you incur
      a
      Break in Service will not be counted toward your total vesting service if your
      Break in Service exceeds the greater of 5 years or the service with which you
      were credited prior to the Break in Service.





Service
      with the following is credited as service under this Plan:





Habersham
      Bank


Security
      State Bank





Such
      service shall be used for purposes of eligibility determination, vesting and
      contribution allocations.








**Hours
      of Service:**





You
      are
      credited with the actual hours you work, and for hours for which you are paid
      but not at work, such as paid vacation or paid sick leave.








**Break
      in Service Rules:**





When
      you
      fail to complete at least 501 hours during the Plan Year, you incur a break
      in
      service. Thus, in any year in which you work less than 501 hours (approximately
      3 months), you will incur a Break in Service.





However,
      in certain circumstances, your Plan is required to credit you with 501 hours,
      even though you didn't actually work 501 hours. This is primarily if you take
      time off to have, adopt or care for a child for a period immediately following
      the birth or adoption. You will receive this credit only for the purpose of
      determining whether you have incurred a break in service and not for receiving
      additional credit for a contribution or for vesting.








**Article
      VIII**





**COMPENSATION**







Throughout
      this Summary Plan Description, the words "compensation" and "pay" are used
      to
      define contribution amounts. "Pay" or "Compensation" means the total wages
      paid
      to you by your Employer as reported on Form W-2 for the plan year.





Compensation
      includes deferred compensation which is not includable in your gross taxable
      income due to SEP Deferrals, Cafeteria Benefits, transportation fringe benefits,
      401(k) deferrals, Tax-Deferred Annuities and Governmental Deferred Compensation
      Plans.





In
      no
      event shall Compensation in excess of $220,000 (as adjusted by the Secretary
      of
      the Treasury each year for increases in the cost of living under section 415(d)
      of the Internal Revenue Code) be taken into account for any Participant in
      this
      Plan. The Plan Administrator will tell you upon request what the limit is for
      any particular Plan Year.





Your
      Compensation for the first Plan Year in which you participate shall be your
      Compensation from the Employer from the time you became a Participant through
      the end of the Plan Year.








**Article
      IX**





**PARTICIPANT
      ACCOUNTS**







Under
      the
      401(k) Savings Plan, the money you deposit and any Employer Contributions are
      placed into investment accounts, which are credited with gains and losses at
      each Valuation Date. The Valuation Date for your 401(k) Plan occurs annually,
      on
      the last day of the Plan Year.





While
      it
      is expected that the Trust Fund will be valued only on the Valuation Date(s)
      described above, the Plan Administrator may, in good faith, require a "special"
      valuation at any time. This may be done when a sizeable distribution is about
      to
      occur if extraordinary circumstances significantly affect the value of the
      Trust
      Fund since the last Valuation Date. For example, this may be done to prevent
      an
      overstated distribution from occurring due to a large market value decrease,
      not
      otherwise recognized since the last Valuation Date, which would adversely affect
      other Participants. If a special valuation is done, it is binding on all
      persons.








Separate
      Accounts are set up for each different type of money, for example: 401(k)
      deposits, Matching, discretionary, rollover, Employer Contributions (if any)
      and
      Qualified Non-Elective Contributions because there are different Plan and IRS
      rules for each type of contribution.








**Rollover
      Accounts:**





Your
      Plan
      allows employees who had retirement accounts with a previous Employer to
      directly transfer or rollover the previous account balance to your Plan even
      if
      they are not Participants in this plan. This is a segregated "Rollover" account
      and it is always 100% vested. If you are making a rollover instead of a direct
      transfer, in order to avoid taxes on your "Rollover" money, you must complete
      the rollover from your old plan to this Plan within 60 days after receiving
      the
      money.








**Investments:**





Your
      Plan
      offers several investment options and you may instruct the Trustees how you
      would like to invest the funds in your Accounts. It is intended that your Plan
      meet the requirements of ERISA section 404(c) by providing you with sufficient
      information for you to make informed investment choices. This information will
      be provided by the financial institutions managing the investment options.





Contact
      your Plan Administrator for information concerning the investment options which
      are currently available.








**Crediting
      your accounts with gain or loss:**





Each
      investment account is credited with investment gain or loss as of each Valuation
      Date. When you receive a distribution from the Plan, the Plan Administrator
      must
      first establish the value of your account. The date of this special valuation
      is
      the Distribution Determination Date. If the Distribution Determination Date
      is
      any date other than a Valuation Date, the value of your Account will be adjusted
      for the actual gain or loss from the prior Valuation Date to the date of
      distribution.





**Plan
      Expenses:**





This
      policy shall be effective for expenses allocated on or after ___/___/_____.





Reasonable
      administrative expenses of the Plan and Trust may be paid by the Plan to the
      extent not paid by the Employer. Administrative expenses attributable to
      terminated Participants shall be allocated among the terminated Participants
      by
      charging each particular expense to the account balance of the terminated
      Participant responsible for the expense. Administrative expenses attributable
      to
      active Participants shall be allocated among the active Participants by charging
      each particular expense to the account balance of the active Participant
      responsible for the expense.





Investment
      expenses of the Plan and Trust may be paid by the Plan to the extent not paid
      by
      the Employer. Investment expenses attributable to terminated Participants shall
      be allocated among the terminated Participants by charging each particular
      expense to the account balance of the terminated Participant responsible for
      the
      expense. Investment expenses attributable to active Participants shall be
      allocated among the active Participants by charging each particular expense
      to
      the account balance of the active Participant responsible for the expense.





Processing
      Fees may be paid by the Plan for items such as loans, Qualified Domestic
      Relations Orders (QDROs), hardship distributions, in-service distributions,
      and
      distributions at termination of employment. Processing Fees attributable to
      terminated Participants shall be allocated among the terminated Participants
      by
      charging each particular expense to the account balance of the terminated
      Participant responsible for the expense. Processing Fees attributable to active
      Participants shall be allocated among the active Participants by charging each
      particular expense to the account balance of the active Participant responsible
      for the expense.








**Article
      X**





**DISTRIBUTIONS
      AND BENEFITS UNDER YOUR PLAN**







**Hardship
      Distribution of Salary Deferral Amounts:**





If
      you
      have not terminated employment, you may request a distribution of salary
      deferral amounts in the event of financial hardship. Financial hardship might
      result from your own, your spouse's or your dependent's medical expenses,
      expenses in purchasing a principal residence (excluding mortgage payments),
      the
      cost of tuition and related educational fees for the next 12 months of
      post-secondary education for yourself or your spouse or dependents, or to
      prevent your eviction or the foreclosure on the mortgage of your principal
      residence.





The
      amount of your Hardship Distribution cannot exceed the amount needed to meet
      the
      immediate financial hardship. In addition, the distribution will be limited
      to
      the amount of your 401(k) contributions (no investment income).





If
      you
      receive a Hardship Distribution, you will not be permitted to make any 401(k)
      contributions for the 6-month period following the date of your Hardship
      Distribution.





For
      example, let's say that you took a hardship withdrawal on July 1, 2006, and
      during 2006, you deposited $5,000 in elective deferrals. You can't make any
      401(k) contributions until January 1, 2007.








**In-Service
      Distributions:**





An
      In-Service Distribution is one that you receive while you are actively employed.
      The primary purpose of the Plan is to provide benefits to you upon your
      retirement; however, you may request an In-Service Distribution of all or a
      portion of some of your accounts as listed below:





Salary
      Deferrals:


You
      may
      receive an In-Service Distribution of your Elective Deferral account after
      you
      have reached age 59.5.





Other
      Accounts:


You
      may
      receive an In-Service Distribution of your accounts other than Salary Deferral
      amounts if any of the following conditions are met:





After
      you
      have reached age 59.5


You
      must
      have been a Participant for 5.0 years








You
      may
      also receive an In-Service Distribution after reaching your Normal Retirement
      Date. In-Service Distributions are allowed on account of Hardship based on
      the
      Plan's Hardship provisions. There is no restriction on In-service Distributions
      if the distribution is from amounts attributable to rollover contributions
      or
      voluntary after-tax contributions.








In-Service
      distributions may be taken from all of your accounts except Salary Deferrals,
      Matching Contributions, Qualified Non-Elective Contributions and Qualified
      Matching Contributions to the extent they have been used to pass the ADP or
      ACP
      test, until you have reached age 59.5.








**Normal
      Retirement Benefits:**





You
      will
      reach the Plan's Normal Retirement Age when you reach age 65.








Your
      Normal Retirement Date is the date you reach Normal Retirement Age.





At
      your
      Normal Retirement Age, you will be fully vested in your Employer Contribution
      Account. Payment of your benefits will begin as soon as practicable following
      your retirement. *(See
      Article XI, Benefit Payment Options.)*








**Early
      Retirement Benefits:**





You
      are
      eligible for Early Retirement Benefits on the day you reach age 59.5. Your
      vesting in your Employer discretionary Account will be determined in accordance
      with the Plan's Vesting Schedule.








**Late
      Retirement Benefits:**





If
      you
      decide to work past your Normal Retirement Date, you can defer payment of your
      benefits until your Retirement Date. Payment of your Retirement benefits will
      commence as soon as practicable following your late retirement date.








**Death
      Benefits:**





Should
      you die before termination of your employment, your spouse or Beneficiary will
      be entitled to a percentage of your account balance based on the Plan's vesting
      schedule.





If
      you
      are married at the time of your death, your spouse will be the Beneficiary
      of
      your death benefits, unless you otherwise elect in writing on a form to be
      furnished to you by the Plan Administrator. IF YOU WISH TO DESIGNATE A
      BENEFICIARY OTHER THAN YOUR SPOUSE AS YOUR BENEFICIARY, YOUR SPOUSE MUST CONSENT
      TO WAIVE HIS/HER RIGHT TO RECEIVE DEATH BENEFITS UNDER THE PLAN. YOUR SPOUSE'S
      CONSENT MUST BE IN WRITING AND WITNESSED BY A NOTARY OR A PLAN REPRESENTATIVE.





If
      your
      spouse has consented to a valid waiver of any rights to the death benefit,
      or
      your spouse cannot be located, or you are single at the time of your death,
      then
      your death benefit will be paid to any Beneficiary you may choose. The Plan
      Administrator will supply you with a Beneficiary designation form.





Since
      your spouse has certain rights under your Plan, you should immediately inform
      the Plan Administrator of any changes in your marital status.





**Disability
      Benefits:**





Should
      you become permanently disabled while a Participant under this Plan, you will
      receive a percentage of your Account balance based on the Plan's vesting
      schedule. "Disability" means a medically determinable physical or mental
      impairment which may be expected to result in death or to last at least a year
      and which renders you incapable of performing your duties with your Employer.
      A
      determination of disability will be made by the Plan Administrator in a uniform,
      nondiscriminatory manner on the basis of medical evidence.





If
      it is
      determined you are disabled, your payments will begin as soon as practicable
      following your disability retirement.








**Benefits
      upon Termination:**





If
      your
      employment is terminated for any reason other than those set out above, you
      will
      be entitled to that portion of your Employer Accounts in which you are vested.





"Vesting"
      refers to the percentage of your Account balance you are entitled to at any
      point in time. For each year you remain a Participant in the Plan, you may
      become vested with a higher percentage of your Employer account balance. *(See
      Vesting, Article VI.)*





If
      your
      benefit is over $5,000.00, you may at your option, request the Plan
      Administrator to distribute your benefit to you before your retirement date.
      However, the value of your Account will be determined as soon as practical
      following your termination. You will receive payment of your benefits as soon
      as
      practical after that date. If your benefit is $5,000.00 or less, the Plan
      Administrator may distribute your benefit early. No consent is needed for
      distributions of $5,000.00 or less.








**Distributions
      Due To A Domestic Relations Order:**





In
      general, contributions made by you or your Employer for your retirement are
      not
      subject to alienation. This means they cannot be sold, used as collateral for
      a
      loan, given away or otherwise transferred. They are not subject to the claims
      of
      your creditors. However, they may be subject to claims under a Qualified
      Domestic Relations Order (QDRO).





The
      Administrator may be required by law to recognize obligations you incur as
      a
      result of court ordered child support or alimony payments. The Administrator
      must honor a "Qualified Domestic Relations Order," which is defined as a decree
      or order issued by a court that obligates you to pay child support or alimony,
      or otherwise allocates a portion of your assets in the Plan to your spouse,
      child or other dependent. If a QDRO is received by the Administrator, all or
      portions of your benefits may be used to satisfy the obligation. It is the
      Plan
      Administrator's responsibility to determine the validity of a QDRO.





Distributions
      pursuant to a Qualified Domestic Relations Order are permitted on or after
      the
      date a Domestic Relations Order is determined to be a Qualified Domestic
      Relations Order, even if the Participant continues to be employed and has not
      attained the "earliest possible retirement age" pursuant to section 414(p)
      of
      the Internal Revenue Code.





For
      this
      purpose, the "earliest possible retirement age" under the Plan means the earlier
      of: (a) the date on which the Participant is entitled to a distribution under
      the Plan, or (b) the later of the date the Participant attains age 50, or the
      earliest date on which the Participant could begin receiving benefits under
      the
      Plan if the Participant separated from service.





Participants
      and Beneficiaries can obtain, from the Plan Administrator, without charge,
      a
      copy of the Plan's procedures governing Qualified Domestic Relations Orders.








**Taxation
      of Distributions:**





The
      benefits you receive from the Plan will be subject to ordinary income tax in
      the
      year in which you receive the payment, unless you defer taxation by a "rollover"
      of your distribution into another qualified plan or an IRA. Also, in certain
      situations, your tax may be reduced by special tax treatment such as "10-year
      forward averaging."





VERY
      IMPORTANT NOTE: Under most circumstances, if you receive a distribution from
      this Plan, twenty percent (20%) of your distribution will be withheld for
      federal income tax purposes, unless you instruct the trustees of this Plan
      to
      transfer your distribution DIRECTLY into another qualified plan or an IRA.
      You
      must give these instructions to the trustees no more than 90 days before the
      date you receive the payment. Also, unless you sign a waiver form, the trustees
      must wait at least 30 days after receiving your instructions before making
      the
      payment, to allow you time to change your decision, unless you waive the waiting
      period.





In
      addition to ordinary income tax, you may be subject to a 10% tax penalty if
      you
      receive a "premature" distribution. If you receive a distribution upon
      terminating employment before age 55 and you don't receive the payment as a
      life
      annuity, you will be subject to the 10% penalty unless you roll over your
      payment. If you take a hardship withdrawal before age 59-1/2, the withdrawal
      will usually be subject to the 10% penalty. But, there is no penalty for
      payments due to your death or disability.





As
      the
      rules concerning "rollovers" and the taxation of benefits are complex, please
      consult your tax advisor before making a withdrawal or requesting a distribution
      from the Plan. As required by law, the Plan Administrator will provide you
      with
      a brief explanation of the rules concerning "rollovers."








**Article
      XI**





**BENEFIT
      PAYMENT OPTIONS**









There
      are
      several different payment options available under your Plan. The method of
      payment you will receive depends on your marital status at the time you receive
      payment, as well as the elections you and your spouse make. All payments under
      your Plan are "equivalent". This means that, after making adjustments for longer
      or shorter periods, or for payments continuing to a beneficiary or spouse after
      your death, all payments are actuarially equal to one another.





You
      may
      choose to receive payment in the form of a lump-sum distribution of your total
      Account balances, installments paid over a certain number of years selected
      by
      you, or any other form of payment that may be permitted under your Plan, at
      the
      time of your distribution.





The
      Plan
      Administrator may delay payment to you for a reasonable time for administrative
      convenience. However, unless you choose to defer receipt of your distribution,
      the Plan must begin your payments within 60 days after the close of the Plan
      Year following the latest of:








**(a)**
            the
                date on which you reached your Normal Retirement Age;





**(b)**
            the
                10th anniversary of the year in which you became a Participant in
                the
                Plan; or





**(c)**
            the
                date you terminated employment with the Employer.








Under
      certain circumstances, the law requires that your distributions begin no later
      than April 1 of the year following the date you reach age 70-1/2 (the date
      six
      months after your 70th birthday). Your Plan Administrator will contact you
      if
      you are affected by this requirement.








**Time
      of Distribution:**





The
      payment of your benefits under the Plan shall be made at your election within
      a
      reasonable period following the distribution date.








**Distribution
      Date:**





If
      you
      terminate employment prior to your death, disability or retirement your
      distribution date shall be as soon as practical following your termination,
      based on your Accounts value on the preceding Valuation Date.





If
      you
      terminate employment as a result of death, disability or retirement, your
      distribution date shall be as soon as practical following your termination,
      based on your Accounts value on the preceding Valuation Date.





If
      you
      have an Elective Account, Voluntary Account or Segregated Account attributable
      to a rollover contribution from another Plan, the distribution date for these
      Accounts shall be as soon as practical following your termination, based on
      your
      Accounts value on the preceding Valuation Date.








**Article
      XII**





**TOP-HEAVY
      RULES**







A
      Plan
      becomes Top-Heavy when the total of the Key Employees' Account balances makes
      up
      more than 60% of the total of all Account balances in the Plan. Key Employees
      are certain highly compensated officers or owners/shareholders.





If
      your
      Plan is Top-Heavy, Plan participants who are not "Key Employees" must receive
      a
      minimum contribution. This minimum contribution is the smaller of the percentage
      of pay contributed by the Employer to Key Employees, or 3% of your Compensation.
      If the Employer Contribution allocated to your Account for the Top-Heavy year
      is
      equal to or more than this minimum contribution, no additional Employer
      Contribution would be needed to meet the Top-Heavy rules.








**Article
      XIII**





**PARTICIPANT
      LOAN PROGRAM**







Pursuant
      to the terms of Habersham Bancorp 401(k) Plan and Habersham Bancorp 401(k)
      Trust, the Trustee has adopted a participant loan program as part of such Plan
      and Trust. The program is intended to comply with Labor Regulation 2550.408b-1,
      and Proposed Internal Revenue Regulation sec 1.72(p)-1. Loans will be made
      pursuant to the terms of the Plan and Trust and the following provisions of
      this
      Participant Loan Program.





**A.**
            **Administration
                of Program**








The
      following person ("the Loan Administrator") is responsible for the
      administration of the loan program. All loan requests and other inquiries should
      be delivered to:





Habersham
      Bancorp


282
      Historic Highway 441N


P
      O Box
      1980


Cornelia,
      GA 30531


(706)
      778-1001








**B.**
            **Application
                Procedure**








**1.**
            Obtain
                and complete a loan application form as provided by the Loan
                Administrator.





**2.**
            Submit
                the completed loan application to the Loan Administrator at least
                30 days
                before the date the loan is to be made.





**3.**
            Loan
                applications will be reviewed by the Loan Administrator for completeness.
                Incomplete applications will be returned to the applicant for completion.





**4.**
            Approved
                loans will be processed on the first day of each month.








**C.**
            **Basis
                for Approvals**








Loans
      are
      available to all actively employed participants without regard to any
      individual's race, color, religion, sex, age or national origin. Each
      application will be reviewed on a nondiscriminatory basis but will be assessed
      on the applicant's credit worthiness, financial need, and the purpose and terms
      of the loan. An individual may be denied future loans if he or she defaulted
      on
      any previous loan.








**D.**
            **Limitations**








**1.**
            Limitations
                on Types of Loans








Subject
      to the limitations on the amount of any loan, loans will be approved if the
      loan
      proceeds are to be used for any purpose.








**2.**
            Limitations
                on Amounts of Loans








-
            The
                minimum amount of any loan is $1,000.





-
            For
                participant's having a vested interest in the Plan of $20,000 or
                less, the
                maximum amount of any loan is limited to the lesser of 100% percent
                of the
                vested interest or $10,000.





-
            The
                maximum amount of any loan is the lesser of $50,000 or 50% of the
                vested
                interest of the participant in the Plan. The $50,000 maximum amount
                will
                be reduced by the participant's highest outstanding loan balance
                in the
                previous twelve months, even if amounts have been repaid.





-
            A
                participant may have no more than 1 loan outstanding at any one time.








**3.**
            Prior
                to funding a Participant Loan








The
      Participant shall elect on a form provided by the Loan Administrator the fund
      or
      funds from which the amount necessary to fund the Participant Loan shall be
      taken.





The
      loan
      shall be transferred to a segregated account. During the term of the Participant
      Loan, this segregated account shall be maintained, and repayment of principal
      and interest shall be made to this segregated account. This segregated account
      shall not share in any gains or losses credited to the Plan that do not directly
      relate to the Participant Loan.











**E.**
            **Interest**








The
      interest rate will be determined from time to time by the Trustee with the
      intention of providing the Plan with a return commensurate with the interest
      rates charged by persons in the business of lending money for loans which would
      be made under similar circumstances.





Until
      otherwise determined by the Trustee, the interest rate will be the prime rate
      of
      interest charged by Habersham Bank as of the date of the loan plus 2 percent.
      The rate of interest will be constant throughout the term of the
      loan.





To
      cover
      the added administrative costs associated with a Participant Loan under the
      Plan, you will be charged a $100 loan origination fee and a $50 annual loan
      processing fee every year after the first, including the year the loan is paid
      in full or declared in default.








**F.**
            **Collateral
                or Other Security**








All
      loans
      must be adequately secured. No more than 50 percent of the present value of
      a
      participant's vested interest in the Plan may be considered by the Plan as
      security for the outstanding balance of all Plan loans made to the participant.





The
      Trustee will accept other collateral as security for the loan, such as a lien
      on
      real estate, marketable securities, savings accounts or other assets, provided
      that the Trustee determines that in the event of default, the collateral to
      be
      sold, foreclosed upon or otherwise disposed of has such value and liquidity
      that
      it may reasonably be anticipated that loss of principal or interest will not
      result from the loan. In the event of marketable securities, savings accounts,
      Certificates of Deposit or Other personal property is offered as security,
      before it is accepted by the Trustee, the Trustee must be given power and
      authority to control its disposition.








**G.**
            **Repayment
                Terms**








All
      loans
      are required to be repaid within 5 years of the date of the loan. All loans
      will
      be due on the termination of service of the Participant. If the Participant
      notifies the Loan Administrator in writing that the entire proceeds of the
      loan
      will be used to acquire a dwelling unit that will, within a reasonable time,
      be
      used as the principal residence of the Participant the loan will be required
      to
      be repaid within 30 years of the original date of the loan. Loans are to be
      repaid on the basis of substantially level amortization over the term of the
      loan with payments made through salary reduction twice monthly.





Loan
      payments shall be suspended during a leave of absence of up to one year, if
      the
      Participant's pay from the Employer is insufficient to service the loan. But
      the
      loan must none the less be repaid within 5 years as provided by Internal Revenue
      Code section 72(p)(2)(B).





If
      the
      leave of absence is on account of the Participant performing service in the
      uniformed services (as defined in chapter 43 of title 38 United State Code),
      whether or not qualified military service, such suspension shall not be taken
      into account for purposes of meeting requirements of sections 72(p), 401(a)
      or
      4975(d)(1) of the Internal Revenue Code, and the Participant is entitled to
      reemployment rights under such chapter with respect to such service. For
      example, if the loan was due in 5 years, the 5 year period would be calculated
      by extending the period by the length of the leave of absence.






**H.**
              **Default**








A
      loan is
      in default when a scheduled installment payment has not been received by the
      last day of the calendar quarter following the calendar quarter in which the
      last scheduled installment payment was due. If payment has not been made within
      30 days of the installment due date, the Loan Administrator will notify the
      participant in writing that the loan will be in default at the end of the
      applicable calendar quarter following the calendar quarter in which it was
      due.
      If payment is not received within such stipulated time period, the following
      will take place:








**1.**
            The
                entire unpaid balance on a defaulted loan will be considered to be
                in
                default as of the date the last payment was due.





**2.**
            At
                the discretion of the Trustee exercised in a uniform and nondiscriminatory
                manner, the loan will be renegotiated and payments will be made through
                payroll withholding. If the loan is not renegotiated in a manner
                acceptable to the Trustee, if permitted in the Plan, the loan will
                be
                deemed an in-service withdrawal. Such withdrawal will be subject
                to
                personal income and possible penalty taxes. Form 1099R will be timely
                issued to the participant and the IRS showing such
                withdrawal.





**3.**
            If
                the participant fails to make provisions for repayment reasonably
                acceptable to the Trustee, at the election of the Trustee, exercised
                in a
                uniform and nondiscriminatory manner, the remaining principal on
                the loan
                shall be declared due and payable as of the date the last payment
                was due.





**4.**
            The
                amount of any uncured default will be considered as having been received
                in a taxable event, subject to personal income and penalty taxes.
                Such tax
                consequences do not affect the participant's obligation to repay
                the loan.
                Form 1099R will be timely issued to the Participant and the IRS;
                however,
                the loan will not be charged against the Participant's vested account
                balance until he or she terminates service, retires, dies, becomes
                disabled, or reaches the earliest date distribution is permitted
                under the
                Plan.





**5.**
            To
                the extent necessary, any other collateral pledged as additional
                security
                will be foreclosed upon.











**Article
      XIV**





**MISCELLANEOUS**







**Protection
      of benefits:**





Except
      for the requirements of a Qualified Domestic Relations Order, your Plan benefits
      are not subject to claims, indebtedness, execution, garnishment or other similar
      legal or equitable process. Also, you cannot voluntarily (or involuntarily)
      assign your benefits under this Plan. See Distributions due to a Domestic
      Relations Order in Article X.








**Amendment
      and Termination:**





The
      Employer has reserved the right to amend or terminate your Plan. However, no
      amendment can take away any benefits you have already earned. If your Plan
      is
      terminated, you will be entitled to the full amount in your Account as of the
      date of termination, regardless of the percent you are vested at the time of
      termination.








**Pension
      Benefit Guaranty Corporation:**





The
      Pension Benefit Guaranty Corporation (PBGC) provides plan termination insurance
      for defined benefit pension plans. In your 401(k) Plan (a defined contribution
      plan), all of the contributions and investment earnings are allocated to
      Participants' accounts. PBGC insurance is not needed and does not apply.








**Claims:**





When
      you
      request a distribution of all or any part of your Account, you will contact
      the
      Plan Administrator who will provide you with the proper forms to make your
      claim
      for benefits.





Your
      claim for benefits will be given a full and fair review. However, if your claim
      is denied, in whole or in part, the Plan Administrator will notify you of the
      denial within 90 days of the date your claim for benefits was received, unless
      special circumstances delay the notification. If a delay occurs, you will be
      given a written notice of the reason for the delay and a date by which a final
      decision will be given (not more than 180 days after the receipt of your claim.)





Notification
      of a denial of claims will include:








**(a)**
            the
                specific reason(s) for the denial,





**(b)**
            reference(s)
                to the Plan provision(s) on which the denial is based,





**(c)**
            a
                description of any additional material necessary to correct your
                claim and
                an explanation of why the material is necessary, and





**(d)**
            an
                explanation of the steps to follow to appeal the denial, including
                notification that you (or your beneficiary) must file your appeal
                within
                60 days of the date you receive the denial notice.








If
      you or
      your beneficiary does not file an appeal within the 60-day period, the denial
      will stand. If you do file an appeal within the 60 days, your Employer will
      review the facts and hold hearings, if necessary, in order to reach a final
      decision. Your Employer's decision will be made within 60 days of receipt of
      the
      notice of your appeal, unless an extension is needed due to special
      circumstances. In any event, your Employer will make a decision within 120
      days
      of the receipt of your appeal.





Article
      XV, STATEMENT OF ERISA RIGHTS, describes the protection you have under ERISA
      and
      the steps you can take to enforce these rights.








**Article
      XV**





**STATEMENT
      OF ERISA RIGHTS**







As
      a
      participant in Habersham Bancorp 401(k) Plan you are entitled to certain rights
      and protections under the Employee Retirement Income Security Act of 1974
      (ERISA). ERISA provides that all Plan participants shall be entitled to:








**(a)**
            examine,
                without charge, at the Plan Administrator's office copies of all
                documents
                filed by the Plan with the U.S. Department of Labor, such as detailed
                annual reports and Plan descriptions,





**(b)**
            obtain
                copies of all Plan documents and other Plan information upon written
                request to the Plan Administrator (the Administrator may make a reasonable
                charge for the copies),





**(c)**
            receive
                a summary of the Plan's annual financial report. The Plan Administrator
                is
                required by law to furnish each participant with a copy of this summary
                annual report.





**(d)**
            obtain
                a statement telling you whether you have a right to receive a retirement
                benefit at Normal Retirement Age and if so, what your benefits would
                be at
                Normal Retirement Age if you stop working under the Plan now. If
                you do
                not have a right to a benefit, the statement will tell you how many
                more
                years you have to work to get a right to a benefit. This statement
                must be
                requested in writing and is not required to be given more than once
                a
                year. The Plan must provide the statement free of charge.








In
      addition to creating rights for Plan participants, ERISA imposes duties upon
      the
      people who are responsible for the operation of the employee benefit plan.
      The
      people who operate your Plan, called "fiduciaries" of the Plan, have a duty
      to
      do so prudently and in the interest of you and other Plan participants and
      beneficiaries. No one, including your Employer may fire you or otherwise
      discriminate against you in any way to prevent you from obtaining a retirement
      benefit or exercising your rights under ERISA.





If
      your
      claim for a retirement benefit is denied in whole or in part you must receive
      a
      written explanation of the reason for the denial. You have the right to obtain
      copies of documents relating to the decision without charge, and to appeal
      any
      denial, all within certain time schedules.





Under
      ERISA, there are steps you can take to enforce the above rights. For instance,
      if you request materials from the Plan and do not receive them within 30 days,
      you may file suit in a federal court. In such a case, the court may require
      the
      Plan Administrator to provide the materials and pay you up to $110 a day until
      you receive the materials, unless the materials were not sent because of reasons
      beyond the control of the administrator.





If
      you
      have a claim for benefits which is denied or ignored, in whole or in part,
      you
      may file suit in a state or federal court. In addition, if you disagree with
      the
      plan's decision or lack thereof concerning the qualified status of a domestic
      relations order or a medical child support order, you may file suit in federal
      court.





If
      it
      should happen that Plan fiduciaries misuse the Plan's money, or if you are
      discriminated against for asserting your rights, you may seek assistance from
      the U.S. Department of Labor, or you may file suit in a federal court. The
      court
      will decide who should pay court costs and legal fees. If you are successful,
      the court may order the person you have sued to pay these costs and fees. If
      you
      lose, the court may order you to pay these costs and fees, for example, if
      it
      finds your claim is frivolous.





If
      you
      have questions about your Plan, you should contact the Plan Administrator.
      If
      you have any questions about this statement or your rights under ERISA, or
      if
      you need assistance in obtaining documents from the plan administrator, you
      should contact the nearest office of the Employee Benefits Security
      Administration, U.S. Department of Labor, listed in your telephone directory
      or
      the Division of Technical Assistance and Inquiries, Employee Benefits Security
      Administration, U.S. Department of Labor, 200 Constitution Avenue N.W.,
      Washington, D.C. 20210. You may also obtain certain publications about your
      rights and responsibilities under ERISA by calling the publications hotline
      of
      the Employee Benefits Security Administration.