---

Exhibit 10.4

### PINNACLE BANK

#### SPLIT DOLLAR AGREEMENT

THIS
AGREEMENT is made and entered into this 17th day of April,  2000, by and between
PINNACLE  BANK, a nationally  chartered  bank located in Elberton.  Georgia (the
Company),  and THE MCCONNELL  FAMILY  IRREVOCABLE  LIFE INSURANCE  TRUST dated
April 1st, 2000, (the Trust).

# INTRODUCTION

WHEREAS.  L. JACK MCCONNELL,
  (the  Executive) has contributed  substantially to the success of
the Company:  The Company,  as a fringe benefit,  is willing to divide the death
proceeds of a life insurance  policy on the joint lives of the Executive and the
Executives      spouse,      PATRICIA     W.     MCCONNELL     (the
Executives  Spouse).  The  Company  will  pay  life  insurance
premiums from its general assets.

# Article 1

# General
Definitions

The following terms
shall have the meanings specified:

1.1  
   Insurer  means  Great  West  Life & Annuity
Insurance Company.

1.2     Polilcy    means    insurance
policy #86000777  issued by the Insurer.

1.3     
Insured; means the Executiveand the Executives Spouse.

1.4     
Normal Retirement means the Executives 65th birthday.

1.5     
Termination of Employment means the Executive ceasing to be
employed by the Company for any reason whatsoever, other than by reason of an
approved leave of absence.

1.6     
Trustee   refers   to   the trustee or trustees of the Trust.

# Article 2

# Policy
Ownership/Interests

2.1     
Company  Ownership. The Company is the sole owner of the Policy and shall
have the right to exercise  all  incidents of  ownership.  Upon the death of the
survivor of the  Insureds  the  Company  sha11 be the direct  beneficiary  of an
amount of Policy proceeds equal to the greater of:

| | (a) | the cash surrender value of the policy, or b) theaggregate premiums paid on the
 Policy by the Company less any outstanding indebtedness to the Insurer.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------

2.2     Trusts
Interest.The Trust shall be the beneficiary of any remaining death proceeds
of the Policy.  The Trust shall also have the right to elect and change
settlement options that may be permitted. Provided, however, the Executive, the
Trust or its transferee beneficiary shall have no rights or interests in the
Policy with respect to that portion of the death proceeds designated in this
section 2.2 upon the Executives Termination of Employment prior to Normal
Retirement Age.

2.3      Option to Purchase.
   The Company shall not sell. surrender or transfer ownership of the
Policy while this Agreement is in effect without first giving the Trust or the
Trusts transferee the option to purchase the Policy far a period of sixty
(60) days from written notice of such intuition. The purchase price shall be an
amount equal to the cash surrender value of the Policy: This provision shall not
impair the right of the Company to terminate this Agreement.

2.4       Comparable
Coverage.   Upon Termination of Employment after the Executives Normal
Retirement Age, the Company shall maintain the Policy in full force and effect
and in no event shall the Company amend, terminate or otherwise abrogate the
Trusts interest in the Policy. unless the Company replaces the Policy with
a comparable insurance policy to cover the benefit provided under this
Agreement. The Policy or any comparable policy shall be subject to the claims of
the Companys creditors.

# Article 3

# Premiums

3.1     
Premium Payment.   The Company shall pay any premiums due on the Policy.

3.2     Imputed
Income.   The Company shall impute income to the Executive in an amount equal
to the current term rate for the Executives age multiplied by the
aggregate death benefit payable to the Executives beneficiary. The
current term rate is the minimum amount required to be imputed under
Revenue Rulings 64-328 and 66.-110, or any subsequent applicable authority,
unless in a given year the Company is reimbursed in an amount equal to this
imputed income.

3.3      Cash Payment
(Optional).   The Company shall annually pay to the Executive an amount
necessary to pay the federal, and state income taxes attributable to the imputed
income described in Section 3.2 above and to theadditional cash payment
under this section. lam calculating the cash payments due from the Company, the
Cryuse the Executives actual marginal income. tax bracket for the
calendar year immediately preceding the payment to the Executive. If the
Executive is employed by the Company upon the date the Executive reaches Normal
Retirement Age; the cash payments shall continue until the Executives
death. In the event the Executive retires prior to theNormal Retirement
Age or ceases to be employed by the company prior to such age, the cash payments
shall cease as of the date of such occurrence.

# Article 4

# Assignment

The  Trust may assign without  consideration
all interests in the Policy and in this Agreement to any person, entity or other
trust.  In the event the Trust shall transfer all of its interest in the Policy,
then all of the  Trusts  interest in the Policy and in the Agreement shall
be vested in its transfer, who shall be substituted as a party hereunder and the Trust shall
have no further interest in the Policy or in this Agreement.

# Article 5

# Insurer

The
Insurer shall be bound only by the terms of the Policy. Any payments the
Insurer makes or actions it takes in accordance with the Policy shall tally
discharge it tam all claims, suits and demands of all entities or persons. The
Insurer shall. not be bound by or be deemed to have notice of the provisions of
this Agreement.

# Article 6

# Executive

The Executive is not a party to this
Agreement or to the corresponding Endorsement.
Except as otherwise provided herein; the Executive shall have no rights, title
or interest hereunder.

# Article 7

# Claims
Procedure

7.1     Claims Procedure.
   The Company shall notify the Trust, the Trusts transferee or beneficiary,
or any other party who claims a right to an interest under this Agreement (the
Claimant) in writing, within 90 days of Cues written
application for benefits, of his or hex eligibility or ineligibility for
benefits under this Agreement. If the Company determines that the Claimant is
not eligible far benefits or full benefits, the notice shall set forth (1) the
specific reasons for such denial, (2) a specific reference to the provisions of
this Agreement on which the denial is based, (9) a description of any additional
won or material necessary for the Claimant to perfect his or her claim, and a
description of why it is needed, and (4) an explanation of this Agreements
claims review procedure and other appropriate information as to the steps to be
takenif the Claimant wishes to have the claim reviewed. If Company
determines that there are special circumstances requiring additional time to
make a decision, the Company shall notify the Claimant of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up toan additional 90 days.

7.2     Review
Procedure.   If the Claimant is determined by the Company not tobe
eligible for benefits, or if the Claimant believes that he or she is entitled to
greater or different benefits, the Claimant shall have the opportunity to have
such claim reviewed by the Company by filing a petition for review with the Company
within 64 days after receipt of the notice issued by the Company.
Said petition shall state the specific reasons which the Claimant believes
entitle him or her to benefits or to greater or different benefits. Within 60
days after receipt by the Company of the petition, the Company shall afford the
Claimant (and counsel, if any) an opportunity to presort his or her position to
the Company verbally or in writing, and the Claimant (or counsel) shall have the
right to review the pertinent documents. The Company shall notify the Claimant
of its decision in writing within the 60-day period, stating specifically the
basis of its decision, written in a manner calculated to be understood by the
Claimant and the specific provisions of this Agreement on which the decision is
based. If, because of the need for a hearing, the 60-day period is not
sufficient, the decision may be deferred for up to another 60 days at the
election of the Company, but notice of this deferral shall be given to the
Claimant.

# Article 8

# Amendments
and Termination

This  Agreement  may be amended or terminate
only  by  a  written  agreement  signed  by  the  Company  and  the  Trustee.
However,  unless  otherwise  agreed to by the  Company  and the Trust,  this
Agreement will automatically terminate upon the Executives  Termination of
Employment prior to Normal Retirement Age.

# Article 9

# Miscellaneous

9.1     
Binding  Effect.   This  Agreement  shall  bind the Trust and the
Company,   their  beneficiaries.   survivors,   executors,   administrators  and
transferees, and any Policy beneficiary.

9.2     No Guarantee
of Employment.   This Agreement is not an employment policy or contract. It
does not give the Executive the rightto remain an employee of the
Company, nor does it interfere with the Companys right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executives right to terminate employment at any time.

9.3     
Applicable  Law.   The  Agreement and ail rights hereunder
shall be  governed  by and  construed  according  to the laws of the  States  of
Georgia.  except to the extent  preempted  by the laws of the  United  States of
America.

9.4     
Reorganization.   The Company shall not merge or consolidate into or with
another company, or reorganize, or sell substantially all of its assets to
another company, firm or person unless such succeeding or continuing company,
firm or person agrees to assume and discharge the obligations of the Company.

9.5     Notice.
   Any notice, consent or demand required or permitted to be given under the
provisions of this Split Dollar Agreement by one parry to another shall be in
writing, shall be signed by the party giving or making the same, and maybe given
either by delivering the same to such other party personally, or by mailing the
same, by United States certified mail, postage prepaid. to such party, addressed
to his or her last known address as shown on the records of theCompany.
The date of such mailing shall be deemed the date of such mailed notice, consent
or demand.

9.6      Entire
Agreement   This Agreement constitutes the entire agreement between the
Company and the Trust as to the subject matter hereof. No rights are granted to
the Trust by virtue of this Agreement other than those specifically set forth
herein.

9.7  
   Administration.   The Company shall have
powers which are necessary to administer this Amt, including but not limited to:

| | (a) | Interpreting the provisions of the Agreement;                                                      
| | --- | ---------------------------------------------------------------------------------------------------
| |     |                                                                                                    
| | (b) | Establishing arid revising the method of accounting for the Agreement;                             
| |     |                                                                                                    
| | (c) | Maintaining a record of benefit payments; and                                                      
| |     |                                                                                                    
| | (d) | Establishing  rules and  prescribing  any forms necessary or desirable to administer the
Agreement.

9.8  
   Named  Fiduciary.   The Company shall be
the named fiduciary and plan administrator..  under the Amt. 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
deletion of ministerial duties to qualified individuals.

IN
WITNESS WHEREOF, the parties have executed this Agreement the day and year first
above written.

|TRUST:                                                     |  | COMPANY:                                                                  
|---------------------------------------------------------- |  | --------------------------------------------------------------------------
|                                                           |  |                                                                           
|THE MCCONNELL
FAMILY IRREVOCABLE LIFE INSURANCE TRUST      |  | PINNACLE BANK                                                             
|                                                           |  |                                                                           
|                                                           |  |                                                                           
|BY:     /s/ L. Jackson McConnell, Jr.              TRUSTEE |  | BY:     /s/ H. Thomas Warren, III         Title:   Chief Financial Officer
|                                                           |  |                                                                           
|/s/ Kathleen L. Korotzer
                       TRUSTEE    |  |                                                                           

---

### SPLIT DOLLAR POLICY ENDORSEMENT

#### PINNACLE BANK SPLIT DOLLAR AGREEMENT

|Policy No. 86000777 | Insureds: | L. JACKSON MCCONNELL &PATRICIA W. MCCONNELL
|------------------- | --------- | -------------------------------------------

Supplementing
and amending the application for insurance to the Great-West life & Annuity
Insurance Company (Insurer) on April 17th, 2000, the applicant
requests and directs that:

# BENEFICIARIES

1.     PINNACLE BANK, a nationally chartered bank located in Elberton,
Georgia (the Company), shall be the direct beneficiary of death
proceeds equalto the greater of. (a) the cash surrender value of
the policy, or (b) the aggregate premiums paid on the Policy by the Company less
any outstanding indebtedness to the Insurer.

2.     The
beneficiary  of any  remaining  death  proceeds  shall be THE  MCCONNELL  FAMILY
IRREVOCABLE  LIFE INSURANCE TRUST (the  Trust)  or the  Trusts
transferee, subject to the provisions of paragraph (5) below.

# OWNERSHIP

3.     The
Owner of the policy shell be the Company. The Owner shall have
allownership rights in the Policy except as may be specifically granted
to the Trust ox its transferee in paragraph (4) of this endorsement.

4.     The Trust or
its  transfer  shall have the right to assign all  rights and  interests  in the
Policy  with  respect  to that  portion  of the  death  proceeds  designated  in
paragraph (2) of this endorsement,  and to exercise all settlement  options with
respect to such death proceeds.

5.     Notwithstanding
the provisions of paragraph (4) above, the Trust or its transferee shall have no
rights or  interests  in the Policy  with  respect to that  portion of the death
proceeds  designated in paragraph (2) of this  endorsement  if the Insured L.
Jackson  McConnell  ceases to be employed by the Company prior to the Normal
Retirement Age of 65 for any reason whatsoever (other than key reason of a leave
of absence which is approved by the Company),  unless otherwise agreed to by the
Company and the Executive.

# MODIFICATION
OF ASSIGNMENT PROVISIONS OF THE POLICY

Upon
the death of the Insureds, the interest of any collateral assignee of the Owner
of the Policy designated in paragraph (3) above shall be limited to the portion
of the proceeds described in paragraph two (2) above.

# OWNERS AUTHORITY

The
Insurer is hereby authorized to recognize the Owners claim to rights
hereunder without investigating the reason for any action token by the
Owner, including its statement of the amount of premiums it has paid on the
Policy. The signature of the Owner shall be sufficient for the exercise of any
rights under this Endorsement and the receipt of the Owner for any sums received
by it shall be a full discharge and release therefore to the Insurer. Any
transferees rights stall be subject to this Endorsement.

The owner hereby accepts and agrees to this
split dollar endorsement as of this 17thday of April, 2000.

COMPANY:

PINNACLE BANK

By:/s/ H. Thomas Warren, III

Its:Chief Financial Officer

The Trust  accepts  and  agues to the  foregoing  as direct  beneficiary  of the  portion  of the
proceeds described in paragraph (2) above as of this 17th day of April, 2000.

TRUST:

THE MCCONNELL FAMILY IRREVOCABLE           LIFE INSURANCE TRUST



/s/ L. Jackson McConnell, Jr.          
     TRUSTEE

/s/ Kathleen L. Korotzer                TRUSTEE