EMPLOYMENT SECURITY AGREEMENT

         This Employment Security Agreement (the "Agreement") is entered into as
of the 9th day of June,  1999,  by and between  Pinnacle  Bank,  N.A., a Georgia
corporation ("Employer"), and James E. Purcell ("Executive").

                                   WITNESSETH:

         WHEREAS, Executive is  currently employed by Employer as its President;

         WHEREAS,  Employer  desires to provide certain security to Executive in
connection with Executive's employment with Employer; and

         WHEREAS,  Executive and Employer desire to enter into this Agreement in
order to memorialize their  understanding  with respect to the economic security
that Employer is providing to Executive with respect to his employment;

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
contained  herein,  and other good and  valuable  consideration,  the receipt of
which is hereby acknowledged, the parties agree as follows:

         1. Term.  The term of this Agreement  shall be the period  beginning on
            ----
the date first  above  written and  terminating  on the date  Executive  becomes
eligible for early retirement benefits under the federal Social Security program
(presently age 62) (the "Term").

         2. Benefits Upon Termination of Employment.  If, at any time during the
            ---------------------------------------
Term,  the  employment of Executive  with Employer is terminated by Employer for
any reason other than Good Cause, by Executive's Voluntary Action, or due to the
Disability of Executive, the following provisions shall apply:

              a.  Employer  shall,  during the Severance  Period,  pay Executive
compensation  equal to $125,000.00  annually  computed and paid  compensation in
monthly or other  installments,  similar to those being received by Executive as
of the  date  of  this  Agreement  Such  payments  shall  commence  as  soon  as
practicable following the date of termination of employment

              b. Executive shall receive any and all benefits  accrued under any
Retirement Plans to the date of termination of employment,  the amount, form and
time  of  payment  of  such  benefits  to be  determined  by the  terms  of such
Retirement Plans, and Executive's  employment shall be deemed to have terminated
by reason of retirement under each such Plan under  circumstances  that have the
most favorable result for Executive hereunder.

             c. For purposes  of all Retirement Plans,  Executive shall be given
service  credit for all purposes  for, and shall be deemed to be an Executive of
Employer during, the Severance Period,  notwithstanding  the fact that he is not
an Executive of Employer or any Affiliate  thereof during the Severance  Period;
but only to the extent the terms of any such Retirement Plans and applicable law
permit such credit or deemed  Executive  treatment.  It is  understood  that the
Executive will not be eligible for participation in the Employer's 40 1 (k) Plan
during the Term in any year he does not meet the 500 hours worked requirement.


<PAGE>

              d.  During the  Severance  Period,  Executive  and his spouse will
continue  to be covered  until  Executive  is  eligible  for  Medicare  coverage
(presently  age 65) by all Welfare  Plans  maintained by Employer in which he or
his spouse were participating  immediately prior to the date of his termination,
as  if he  continued  to  be  an  Executive  of  Employer  (the  "Welfare  Plans
Continuation  Coverage");  provided that, if participation in any one or more of
such  Welfare  Plans is not  possible  under the terms  thereof,  Employer  will
provide  substantially  identical  benefits.  If,  however,   Executive  obtains
employment with another employer during the Severance Period,  and Executive and
his spouse are entitled to coverage under the new employer's  health and medical
insurance plans, such Welfare Plans Continuation Coverage shall be provided only
to the extent that it exceeds the coverage of any  substantially  similar  plans
provided by his new employer.  Should  Executive die after  payments begin under
this  Agreement  but before he reaches  age 62,  health  and  medical  insurance
coverage  shall  continue  for his spouse  until she is  eligible  for  Medicare
coverage.

              e. During the Severance  Period Executive shall not be entitled to
reimbursement  for Fringe  benefits  such as dues and  expenses  related to club
memberships, and expenses for professional services.

              f. Executive's right to continuation of coverage under the Welfare
Plans providing health and medical insurance coverage, pursuant to Section 4980B
of the Internal  Revenue Code of 1986,  as amended (or any  successor  thereto),
shall  commence  at  the  end  of the  Severance  Period  or,  if  earlier,  the
termination  of  this  Agreement  or  forfeiture  by  Executive  of  his  rights
hereunder.

         3. Setoff.
            -------

              a.  The  payments  or  benefits  payable  to or  with  respect  to
Executive  or his  spouse  pursuant  to this  Agreement  shall be reduced by the
amount of any claim of Employer  against  Executive or his spouse or any debt or
obligation of Executive or his spouse owing to Employer.

              b. No payments or benefits payable to or with respect to Executive
pursuant  to this  Agreement  shall be reduced by any  amount  Executive  or his
spouse may earn or receive from  employment  with  another  employer or from any
other source,  except as expressly  provided in Sections 7 or 10 or elsewhere in
this Agreement.


         4. Death.  If Executive dies during the Severance  Period,  all amounts
            -----
payable  hereunder to Executive  shall cease except as otherwise  provided.  Any
amounts otherwise payable hereunder after Executive's death shall be paid to his
surviving spouse (or to his estate if his spouse should predecease him).

         5. Termination for Good Cause or Executive's  Voluntary  Action. If the
            ------------------------------------------------------------
employment  of  Executive  with  Employer  is  terminated  for Good  Cause or by
Executive's Voluntary Action,  Executive's base salary (at the rate in effect on
the date of  termination)  shall be paid  through the date of  termination,  and
Employer shall have no further  obligation to Executive or his spouse under this
Agreement,  except for benefits  accrued under any Retirement  Plans pursuant to
subsection 2(b) above.

         6. Definitions. For purposes of this Agreement:
            -----------

              a. "Affiliate"  shall have the meaning set forth in the Securities
Exchange Act
of 1934.
                                       -2-
<PAGE>

              b. "Good Cause" shall mean  Executive's  gross negligence or gross
neglect  or his  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  Employer.   In  the  absence  of  a  demonstration  of
arbitrariness,  the Employer's determination of what constitutes Good Cause in a
particular circumstance shall be final and binding.

         Notwithstanding  anything herein to the contrary, in the event Employer
shall terminate the employment of Executive for Good Cause  hereunder,  Employer
shall  give at  least  thirty  (30)  days  prior  written  notice  to  Executive
specifying in detail the reason or reasons for Executive's termination

              c.  "Retirement  Plans" shall mean any  qualified or  supplemental
defined  benefit  retirement  plan  or  defined  contribution  retirement  plan,
currently  or  hereinafter  made  available  by Employer in which  Executive  is
eligible to participate,  including the Pinnacle Financial  Corporation Employee
Stock Ownership Plan and the Pinnacle Financial Corporation 401 (k) Plan, or any
private retirement arrangement maintained by Employer solely for Executive.

              d. "Severance  Period" shall mean the period beginning on the date
of termination of Executive's  employment under the  circumstances  described in
Section  2 and  ending  on the date the  Executive  becomes  eligible  for early
retirement benefits under the federal Social Security program.


              e.  "Welfare   Plan"  shall  mean  any  health  and  dental  plan,
disability  plan,  survivor  income plan and life  insurance plan or arrangement
currently or hereafter made available by Employer in which Executive is eligible
to participate.

              f."Voluntary  Action"  shall mean  Executive's  resignation  as an
Executive  of the Employer or his  abandonment  of his duties as an Executive of
the Employer,  including without  limitation his unauthorized  absence from work
for a period of three or more days.

              g. "Disability"  shall mean  circumstances that the Employer finds
to constitute  the  Executive's  inability to perform his normal duties with the
Employer as a result of accidental injury or physical or mental illness.

         7. Forfeiture. In the event Executive,  during the Term, be associated,
directly or indirectly, as Executive, proprietor,  stockholder,  partner, agent,
representative,  officer, or otherwise,  with the operation of any business that
is competitive with any business of Employer or its Affiliates  within the State
of  Georgia,  he shall  immediately  forfeit  the right to  receive  any and all
compensation  payable  under  this  Agreement  or to enjoy  any  rights  granted
hereunder.  Executive's  rights  under any other  agreement,  including  without
limitation the Retirement Plans,  shall not be terminated upon the event of such
forfeiture of rights under this Agreement. Executive's ownership (or that of his
wife and children) of publicly traded securities of any such business, shall not
be  considered  a violation  of this  Section.  For  purposes  of the  preceding
sentence,  Executive shall be considered as the stockholder  with respect to any
equity securities owned by his spouse and all relatives and children residing in
Executive's  principal residence.  Notwithstanding the foregoing,  Executive may
participate in the affairs of any governmental,  educational or other charitable
institution,  may engage in professional speaking and writing activities and may
serve as a member of the board of directors of publicly held

                                       -3-
<PAGE>


corporations so long as the Board of Directors of Employer,  in good faith, does
not determine that such activities  unreasonably  interfere with the business of
Employer  or  diminish  Executive's  duties and  obligations  to  Employer,  and
Executive shall be entitled to retain all fees, royalties and other compensation
derived from such activities in addition to the  compensation and other benefits
otherwise payable to him.

         8. No Solicitation of Representatives and Executives.  Executive agrees
            -------------------------------------------------
that he shall not, during the Severance Period,  directly or indirectly,  in his
individual capacity or otherwise,  induce, cause, persuade, or attempt to do any
of the foregoing in order to cause,  any  representative,  agent or Executive of
Employer  or  any  of its  Affiliates  to  terminate  such  person's  employment
relationship with Employer or any of its Affiliates,  or to violate the terms of
any agreement  between said  representative,  agent or Executive and Employer or
any of its Affiliates.

         9.  Confidentiality.  Executive  acknowledges  that  preservation  of a
             ---------------
continuing  business  relationship  between Employer or its Affiliates and their
respective customers,  representatives,  and Executives is of critical important
to the continued  business  success of Employer and that it is the active policy
of Employer  and its  Affiliates  to guard as  confidential  the identity of its
customers, trade secrets, pricing policies business affairs, representatives and
Executives. In view of the foregoing,  Executive agrees that he shall not during
the  Severance  Period,  without the prior  written  consent of Employer  (which
consent  shall not be withheld  unreasonably),  disclose to any person or entity
any  information  concerning  the business of, or any customer,  representative,
agent or  Executive  of,  Employer  or its  Affiliates  which  was  obtained  by
Executive in the course of his employment by Employer. This section shall not be
applicable  if  and  to  the  extent  Executive  is  required  to  testify  in a
legislative, judicial or regulatory proceeding pursuant to an order of Congress,
any state or local legislature, a judge, or an administrative law judge.

         10.  Relief.  The  following  shall  apply in the  event of a breach or
              ------
threatened or intended  breach by Executive of the covenants and  agreements set
forth in any of Paragraphs 8 or 9 above:

              a. Employer shall have no further  obligations to Executive or any
other person  under this  Agreement,  and all amounts to which  Executive or any
other person would otherwise be entitled under this Agreement shall be forfeited
(except as to benefits under the, Retirement Plans).

              b. Employer shall be entitled to injunctions, both preliminary and
permanent, enjoining such breach or threatened or intended breach, and Executive
hereby  consents to the  issuance  thereof  forthwith  in any court of competent
jurisdiction.

              c. The  taking of any action by  Employer  or the  forbearance  of
Employer  to take  any  action  with  respect  to such  breach  or  intended  or
threatened  breach,  shall not  constitute  a waiver by  Employer  of any of its
rights to remedies or relief under this Agreement or under law or equity.

         11. Employer Assignment. Employer may not assign this Agreement, except
             -------------------
that Employer's  obligations hereunder shall be binding legal obligations of any
successor  to all or  substantially  all of  Employer's  business  by  purchase,
merger, consolidation, or otherwise.

         12. Executive Assignment. No interest of Executive or his spouse or any
             -------------------
other beneficiary  under this Agreement,  or any right to receive any payment or
distribution hereunder, shall be subject in any manner to

                                       -4-

sale, transfer, assignment, pledge, attachment, garnishment, or other alienation
or  encumbrance of any kind, nor may such interest or right to receive a payment
or distribution be taken, voluntarily or involuntarily,  for the satisfaction of
the obligations or debts of, or other claims against, Executive or his spouse or
other beneficiary,  including claims for alimony, support, separate maintenance,
and claims in bankruptcy proceedings.

         13. Benefits Unfunded.  All rights of Executive and his spouse or other
             -----------------
beneficiary under this Agreement shall at all times be entirely unfunded, and no
provision  shall at any time be made with respect to  segregating  any assets of
Employer for payment of any amounts due  hereunder.  Neither  Executive  nor his
spouse or other  beneficiary  shall have any  interest in or rights  against any
specific assets of Employer,  and Executive and his spouse or other  beneficiary
shall have only -the rights of a general unsecured creditor of Employer.

         14.  Waiver.  No waiver  by any party at any time of any  breach by any
              -----
other party of, or compliance with, any condition or provision of this Agreement
to be  performed  by any  other  party  shall be  deemed a waiver  of any  other
provisions or conditions at the same time or at any prior or subsequent time.

         15.  Applicable  Law. This Agreement shall be construed and interpreted
              ---------------
pursuant to the laws of Georgia.

         16.  Entire  Agreement. This  Agreement  contains the entire  Agreement
              -----------------
between  Employer and Executive and supersedes any and all previous  agreements,
written or oral,  among the parties  relating to the subject matter  hereof.  No
amendment or  modification  of the terms of this Agreement shall be binding upon
the  parties  hereto  unless  reduced to  writing  and  signed by  Employer  and
Executive.

         17. No Employment  Contract.  Nothing contained in this Agreement shall
             -----------------------
be  construed to be an  employment  contract  between  Executive  and  Employer.
Executive is employed at will,  and Employer may terminate his employment at any
time, with or without cause.

         18. Counterparts. This Agreement may be executed in counterparts,  each
             ------------
of which shall be deemed an original.

         19. Severability. In the event any provision of this  Agreement is held
             ------------
illegal or invalid,  the  remaining  provisions of this  Agreement  shall not be
affected thereby.

         20. Successors.  This  Agreement shall be binding upon and inure to the
             ----------
benefit of the parties hereto and their respective  heirs,  representatives  and
successors.

         21. Notice.  Notices  required under this Agreement shall be in writing
             ------
and  sent  by  registered  mail,  return  receipt  requested,  to the  following
addresses  or to such  other  address  as the  party  being  notified  may  have
previously furnished to the others by written notice.

            If to Employer:       Attention: Chairman of the Board of Directors
                                  Pinnacle Bank, N.A.
                                  884 Elbert Street
                                  Elberton, Georgia 30635

                                 -5-
<PAGE>

            If to Executive:      James E. Purcell
                                  _____________________________________

                                  _____________________________________

         22. Board  Approval.  The rights and obligations of Employer under this
             ---------------
Agreement  are  contingent  upon the  approval or  ratification  by its Board of
Directors of the execution of this Agreement on its behalf.

                  IN WITNESS  WHEREOF,  Executive has hereunto set his hand, and
Employer has caused these presents to be executed in its name on its behalf, all
as of the day and year first above written.

                                            EXECUTIVE

                                            /s/ James E. Purcell          (SEAL)
                                            ------------------------------
                                            James E. Purcell




                                            PINNACLE BANK, N.A.

                                            By: /s/ L. Jackson McConnell
                                               ---------------------------------
                                               Title: Chairman
                                                     ---------------------------