EXHIBIT 10.4

<PAGE>
                      CHANGE IN CONTROL SEVERANCE AGREEMENT

     THIS CHANGE IN CONTROL SEVERANCE AGREEMENT  ("Agreement") entered into this
1st day of January,  1999 ("Effective  Date"), by and between Heritage Bank (the
"Bank") and Nancy McClellan (the "Employee").

     WHEREAS,  the Employee is currently  employed by the Bank as Vice President
and is  experienced  in all phases of the  financial  services  industry and the
business of the Bank; and

     WHEREAS,  the  parties  desire by this  writing to set forth the rights and
responsibilities of the Bank and Employee if the Bank should undergo a change in
control (as defined hereinafter in the Agreement) after the Effective Date.

     NOW, THEREFORE, it is AGREED as follows:

     1.  Employment.  The  Employee  is  employed  in the  capacity  as the Vice
President  of the Bank.  The  Employee  shall  render  such  administrative  and
management  services  to the  Bank and CCF  Holding  Company  ("Parent")  as are
currently  rendered and as are  customarily  performed by persons  situated in a
similar  executive  capacity.  The Employee's  other duties shall be such as the
President or the Board of Directors  for the Bank (the "Board of  Directors"  or
"Board") may from time to time reasonably direct,  including normal duties as an
officer of the Bank and the Parent.

     2. Term of Agreement.  The term of this  Agreement  shall be for the period
commencing  on the  Effective  Date and ending  twelve  (12)  months  thereafter
("Term"). The Term of this Agreement may be extended for up to an additional one
year period beyond the then effective  expiration date upon a determination  and
resolution of the Board of Directors  that the  performance  of the Employee has
met the  requirements  and  standards  of the  Board,  and that the Term of such
Agreement shall be extended.

     3.   Termination of Employment in Connection with or Subsequent to a Change
          ----------------------------------------------------------------------
          in Control.
          -----------

     (a) Notwithstanding  any provision herein to the contrary,  in the event of
the  involuntary  termination  of Employee's  employment  under this  Agreement,
absent Just Cause, in connection  with, or within twelve (12) months after,  any
Change in Control of the Bank or Parent,  Employee shall be paid an amount equal
to 100% of the taxable  compensation paid to Employee by the Bank for the twelve
month  period  prior to the date of  termination  of  employment  (whether  said
amounts were received or deferred by the Employee)

                                       1
<PAGE>

and the costs associated with maintaining  coverage under the Bank's medical and
dental  insurance  reimbursement  plans similar to that in effect on the date of
termination of employment for a period of one year thereafter. Said sum shall be
paid,  at the option of Employee,  either in one (1) lump sum within thirty (30)
days of such  termination  discounted to the present value of such payment using
as the discount  rate the "prime  rate" as published in the Wall Street  Journal
Eastern  Edition as of the date of such payment  minus 100 basis  points,  or in
periodic payments over the next 12 months, and such payments shall be in lieu of
any other  future  payments  which the Employee  would be otherwise  entitled to
receive.  Notwithstanding  the  forgoing,  all sums payable  hereunder  shall be
reduced  in such  manner  and to such  extent  so  that  no such  payments  made
hereunder when  aggregated with all other payments to be made to the Employee by
the  Bank or the  Parent  shall be  deemed  an  "excess  parachute  payment"  in
accordance  with Section 280G of the Internal  Revenue Codes of 1986, as amended
(the "Code") and be subject to the excise tax provided at Section 4999(a) of the
Code. The term "Change in Control" shall mean: (i) the execution of an agreement
for the sale of all,  or a  material  portion,  of the assets of the Bank or the
Parent;  (ii) the execution of an agreement for a merger or  recapitalization of
the Bank or the Parent or any merger or recapitalization whereby the Bank or the
Parent is not the surviving entity; (iii) a change in control of the Bank or the
Parent, as otherwise  defined or determined by the Office of Thrift  Supervision
or  regulations  promulgated  by  it;  or  (iv)  the  acquisition,  directly  or
indirectly,  of the beneficial  ownership (within the meaning of that term as it
is used in Section  13(d) of the  Securities  Exchange Act of 1934 and the rules
and regulations  promulgated thereunder) of twenty-five percent (25%) or more of
the  outstanding  voting  securities  of the Bank or the  Parent by any  person,
trust,  entity or group.  The term "person"  means an individual  other than the
Employee,  or a corporation,  partnership,  trust,  association,  joint venture,
pool, syndicate, sole proprietorship,  unincorporated  organization or any other
form of entity not specifically listed herein.

     (b)  Notwithstanding  any other provision of this Agreement to the contrary
except as  provided at Sections  4(b),  4(c),  4(d),  4(e) and 5,  Employee  may
voluntarily  terminate his employment  under this Agreement  within  twenty-four
months  following a Change in Control of the Bank or Parent,  and Employee shall
thereupon be entitled to receive the payment and  benefits  described in Section
3(a) of this  Agreement,  upon  the  occurrence,  or  within  ninety  (90)  days
thereafter,  of any of the following events, which have not been consented to in
advance by the  Employee in writing:  (i) if Employee  would be required to move
his personal  residence or perform his principal  executive  functions more than
thirty-five  (35) miles from the Employee's  primary office as of the signing of
this Agreement; (ii) if in the organizational structure of the Bank or Parent,




                                       2
<PAGE>

Employee  would be  required  to report to a person or  persons  other  than the
President;  (iii) if the Bank or Parent  should fail to maintain the  Employee's
base compensation in effect as of the date of the Change in Control and existing
employee  benefits plans,  including  material fringe benefit,  stock option and
retirement  plans,  except to the extent that such reduction in benefit programs
is part of an overall  adjustment  in benefits for all  employees of the Bank or
Parent and does not  disproportionately  adversely impact the Employee;  (iv) if
Employee would be assigned duties and responsibilities other than those normally
associated  with his  position as  referenced  at Section 1,  herein;  or (v) if
Employee's  responsibilities  or  authority  have  in any  way  been  materially
diminished or reduced.

     4.   Other Changes in Employment Status.
          ----------------------------------

     (a) Except as provided for at Section 3, herein, the Board of Directors may
terminate  the  Employee's  employment  at any time with or  without  Just Cause
within its sole discretion.  This Agreement shall not be deemed to give Employee
any right to be  retained  in the  employment  or  service  of the  Bank,  or to
interfere with the right of the Bank to terminate the employment of the Employee
at any time. The Employee shall have no right to receive  compensation  or other
benefits for any period after termination for Just Cause.  Termination for "Just
Cause" shall include termination because of the Employee's personal  dishonesty,
incompetence,  willful  misconduct,  breach of fiduciary duty involving personal
profit,  intentional failure to perform stated duties,  willful violation of any
law, rule or regulation  (other than traffic  violations or similar offenses) or
final  cease-and-desist  order,  or  material  breach  of any  provision  of the
Agreement.

     (b)  If  the  Employee  is  removed  and/or  permanently   prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance Act ("FDIA") (12
U.S.C.  1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the parties shall not be affected.

     (c) If the Bank is in default (as  defined in Section  3(x)(1) of FDIA) all
obligations under this Agreement shall terminate as of the date of default,  but
this paragraph shall not affect any vested rights of the contracting parties.

     (d) All obligations under this Agreement shall be terminated, except to the
extent  determined  that  continuation  of this  Agreement is necessary  for the
continued  operation  of the Bank:  (i) by the  Director of the Office of Thrift
Supervision  ("Director of OTS"),  or his or her designee,  at the time that the
Federal  Deposit

                                       3
<PAGE>

Insurance  Corporation  ("FDIC") or the Resolution Trust Corporation enters into
an  agreement  to  provide  assistance  to or on  behalf  of the Bank  under the
authority  contained  in Section  13(c) of FDIA;  or (ii) by the Director of the
OTS, or his or her designee, at the time that the Director of the OTS, or his or
her  designee  approves  a  supervisory  merger to resolve  problems  related to
operation of the Bank or when the Bank is  determined by the Director of the OTS
to be in an unsafe or unsound  condition.  Any rights of the  parties  that have
already vested, however, shall not be affected by such action.

     (e) Notwithstanding  anything herein to the contrary,  any payments made to
the Employee  pursuant to the Agreement,  or otherwise,  shall be subject to and
conditioned upon compliance with 12 USC ?1828(k) and any regulations promulgated
thereunder.

     5.  Suspension  of  Employment.   If  the  Employee  is  suspended   and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e)(3)  or (g)(1)  of the FDIA (12  U.S.C.
1818(e)(3)  and (g)(1)),  the Bank's  obligations  under the Agreement  shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are  dismissed,  the Bank may within its discretion
(i) pay the Employee all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate any of its obligations  which were
suspended.

     6.   Successors and Assigns.

     (a) This  Agreement  shall inure to the benefit of and be binding  upon any
corporate  or other  successor  of the Bank which  shall  acquire,  directly  or
indirectly,   by  merger,   consolidation,   purchase  or   otherwise,   all  or
substantially all of the assets or stock of the Bank.

     (b) The Employee shall be precluded from assigning or delegating his rights
or duties hereunder without first obtaining the written consent of the Bank.

     7.   Amendments.  No  amendments  or additions to this  Agreement  shall be
          binding upon the parties  hereto  unless made in writing and signed by
          both parties, except as herein otherwise specifically provided.

     8.   Applicable  Law.  This  agreement  shall be governed  by all  respects
          whether  as  to  validity,  construction,   capacity,  performance  or
          otherwise,  by the laws of the State of Georgia,  except to the extent
          that Federal law shall be deemed to apply.

     9.   Severability.  The  provisions  of  this  Agreement  shall  be

                                       4
<PAGE>

          deemed  severable  and  the  invalidity  or  unenforceability  of  any
          provision shall not affect the validity or enforceability of the other
          provisions hereof.

     10.  Arbitration.  Any  controversy  or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association  ("AAA")  nearest to the home  office of the Bank,  and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof,  except to the extend  that the parties  may  otherwise  reach a mutual
settlement of such issue.  The Bank shall reimburse  Employee for all reasonable
costs and expenses,  including  reasonable  attorneys'  fees,  arising from such
dispute,  proceedings or actions,  following the delivery of the decision of the
arbitrator  finding in favor of the  Employee.  Further,  the  settlement of the
dispute to be  approved  by the Board of the Bank or the  Parent  may  include a
provision  for the  reimbursement  by the Bank or Parent to the Employee for all
reasonable costs and expenses,  including  reasonable  attorneys' fees,  arising
from  such  dispute,  proceedings  or  actions,  or the Board of the Bank or the
Parent may authorize such reimbursement of such reasonable costs and expenses by
separate action upon a written action and  determination  of the Board following
settlement of the dispute.

     11. Entire  Agreement.  This Agreement  together with any  understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
first hereinabove written.

                                       5

<PAGE>

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

     THIS CHANGE IN CONTROL SEVERANCE AGREEMENT  ("Agreement") entered into this
19th day of April,  1999 ("Effective  Date"),  by and between Heritage Bank (the
"Bank") and Tommy Segers (the "Employee").

     WHEREAS,  the  Employee  is  currently  employed by the Bank as Senior Vice
President and is  experienced in all phases of the financial  services  industry
and the business of the Bank; and

     WHEREAS,  the  parties  desire by this  writing to set forth the rights and
responsibilities of the Bank and Employee if the Bank should undergo a change in
control (as defined hereinafter in the Agreement) after the Effective Date.

     NOW, THEREFORE, it is AGREED as follows:

     1. Employment.  The Employee is employed in the capacity as the Senior Vice
President  of the Bank.  The  Employee  shall  render  such  administrative  and
management  services  to the  Bank and CCF  Holding  Company  ("Parent")  as are
currently  rendered and as are  customarily  performed by persons  situated in a
similar  executive  capacity.  The Employee's  other duties shall be such as the
President or the Board of Directors  for the Bank (the "Board of  Directors"  or
"Board") may from time to time reasonably direct,  including normal duties as an
officer of the Bank and the Parent.

     2. Term of Agreement.  The term of this  Agreement  shall be for the period
commencing  on the  Effective  Date and ending  twelve  (12)  months  thereafter
("Term"). The Term of this Agreement may be extended for up to an additional one
year period beyond the then effective  expiration date upon a determination  and
resolution of the Board of Directors  that the  performance  of the Employee has
met the  requirements  and  standards  of the  Board,  and that the Term of such
Agreement shall be extended.

     3.   Termination of Employment in Connection with or Subsequent to a Change
          ----------------------------------------------------------------------
          in Control.
          -----------

     (a) Notwithstanding  any provision herein to the contrary,  in the event of
the  involuntary  termination  of Employee's  employment  under this  Agreement,
absent Just Cause, in connection  with, or within twelve (12) months after,  any
Change in Control of the Bank or Parent,  Employee shall be paid an amount equal
to 100% of the taxable  compensation paid to Employee by the Bank for the twelve
month  period  prior to the date of  termination  of  employment  (whether  said
amounts were received or deferred by the Employee)

                                       1
<PAGE>

and the costs associated with maintaining  coverage under the Bank's medical and
dental  insurance  reimbursement  plans similar to that in effect on the date of
termination of employment for a period of one year thereafter. Said sum shall be
paid,  at the option of Employee,  either in one (1) lump sum within thirty (30)
days of such  termination  discounted to the present value of such payment using
as the discount  rate the "prime  rate" as published in the Wall Street  Journal
Eastern  Edition as of the date of such payment  minus 100 basis  points,  or in
periodic payments over the next 12 months, and such payments shall be in lieu of
any other  future  payments  which the Employee  would be otherwise  entitled to
receive.  Notwithstanding  the  forgoing,  all sums payable  hereunder  shall be
reduced  in such  manner  and to such  extent  so  that  no such  payments  made
hereunder when  aggregated with all other payments to be made to the Employee by
the  Bank or the  Parent  shall be  deemed  an  "excess  parachute  payment"  in
accordance  with Section 280G of the Internal  Revenue Codes of 1986, as amended
(the "Code") and be subject to the excise tax provided at Section 4999(a) of the
Code. The term "Change in Control" shall mean: (i) the execution of an agreement
for the sale of all,  or a  material  portion,  of the assets of the Bank or the
Parent;  (ii) the execution of an agreement for a merger or  recapitalization of
the Bank or the Parent or any merger or recapitalization whereby the Bank or the
Parent is not the surviving entity; (iii) a change in control of the Bank or the
Parent, as otherwise  defined or determined by the Office of Thrift  Supervision
or  regulations  promulgated  by  it;  or  (iv)  the  acquisition,  directly  or
indirectly,  of the beneficial  ownership (within the meaning of that term as it
is used in Section  13(d) of the  Securities  Exchange Act of 1934 and the rules
and regulations  promulgated thereunder) of twenty-five percent (25%) or more of
the  outstanding  voting  securities  of the Bank or the  Parent by any  person,
trust,  entity or group.  The term "person"  means an individual  other than the
Employee,  or a corporation,  partnership,  trust,  association,  joint venture,
pool, syndicate, sole proprietorship,  unincorporated  organization or any other
form of entity not specifically listed herein.

     (b)  Notwithstanding  any other provision of this Agreement to the contrary
except as  provided at Sections  4(b),  4(c),  4(d),  4(e) and 5,  Employee  may
voluntarily  terminate his employment  under this Agreement  within  twenty-four
months  following a Change in Control of the Bank or Parent,  and Employee shall
thereupon be entitled to receive the payment and  benefits  described in Section
3(a) of this  Agreement,  upon  the  occurrence,  or  within  ninety  (90)  days
thereafter,  of any of the following events, which have not been consented to in
advance by the  Employee in writing:  (i) if Employee  would be required to move
his personal  residence or perform his principal  executive  functions more than
thirty-five  (35) miles from the Employee's  primary office as of the signing of
this Agreement; (ii) if in the organizational structure of the Bank or Parent,




                                       2
<PAGE>

Employee  would be  required  to report to a person or  persons  other  than the
President;  (iii) if the Bank or Parent  should fail to maintain the  Employee's
base compensation in effect as of the date of the Change in Control and existing
employee  benefits plans,  including  material fringe benefit,  stock option and
retirement  plans,  except to the extent that such reduction in benefit programs
is part of an overall  adjustment  in benefits for all  employees of the Bank or
Parent and does not  disproportionately  adversely impact the Employee;  (iv) if
Employee would be assigned duties and responsibilities other than those normally
associated  with his  position as  referenced  at Section 1,  herein;  or (v) if
Employee's  responsibilities  or  authority  have  in any  way  been  materially
diminished or reduced.

     4.   Other Changes in Employment Status.
          ----------------------------------

     (a) Except as provided for at Section 3, herein, the Board of Directors may
terminate  the  Employee's  employment  at any time with or  without  Just Cause
within its sole discretion.  This Agreement shall not be deemed to give Employee
any right to be  retained  in the  employment  or  service  of the  Bank,  or to
interfere with the right of the Bank to terminate the employment of the Employee
at any time. The Employee shall have no right to receive  compensation  or other
benefits for any period after termination for Just Cause.  Termination for "Just
Cause" shall include termination because of the Employee's personal  dishonesty,
incompetence,  willful  misconduct,  breach of fiduciary duty involving personal
profit,  intentional failure to perform stated duties,  willful violation of any
law, rule or regulation  (other than traffic  violations or similar offenses) or
final  cease-and-desist  order,  or  material  breach  of any  provision  of the
Agreement.

     (b)  If  the  Employee  is  removed  and/or  permanently   prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance Act ("FDIA") (12
U.S.C.  1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the parties shall not be affected.

     (c) If the Bank is in default (as  defined in Section  3(x)(1) of FDIA) all
obligations under this Agreement shall terminate as of the date of default,  but
this paragraph shall not affect any vested rights of the contracting parties.

     (d) All obligations under this Agreement shall be terminated, except to the
extent  determined  that  continuation  of this  Agreement is necessary  for the
continued  operation  of the Bank:  (i) by the  Director of the Office of Thrift
Supervision  ("Director of OTS"),  or his or her designee,  at the time that the
Federal  Deposit

                                       3
<PAGE>

Insurance  Corporation  ("FDIC") or the Resolution Trust Corporation enters into
an  agreement  to  provide  assistance  to or on  behalf  of the Bank  under the
authority  contained  in Section  13(c) of FDIA;  or (ii) by the Director of the
OTS, or his or her designee, at the time that the Director of the OTS, or his or
her  designee  approves  a  supervisory  merger to resolve  problems  related to
operation of the Bank or when the Bank is  determined by the Director of the OTS
to be in an unsafe or unsound  condition.  Any rights of the  parties  that have
already vested, however, shall not be affected by such action.

     (e) Notwithstanding  anything herein to the contrary,  any payments made to
the Employee  pursuant to the Agreement,  or otherwise,  shall be subject to and
conditioned upon compliance with 12 USC ?1828(k) and any regulations promulgated
thereunder.

     5.  Suspension  of  Employment.   If  the  Employee  is  suspended   and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e)(3)  or (g)(1)  of the FDIA (12  U.S.C.
1818(e)(3)  and (g)(1)),  the Bank's  obligations  under the Agreement  shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are  dismissed,  the Bank may within its discretion
(i) pay the Employee all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate any of its obligations  which were
suspended.

     6.   Successors and Assigns.

     (a) This  Agreement  shall inure to the benefit of and be binding  upon any
corporate  or other  successor  of the Bank which  shall  acquire,  directly  or
indirectly,   by  merger,   consolidation,   purchase  or   otherwise,   all  or
substantially all of the assets or stock of the Bank.

     (b) The Employee shall be precluded from assigning or delegating his rights
or duties hereunder without first obtaining the written consent of the Bank.

     7.   Amendments.  No  amendments  or additions to this  Agreement  shall be
          binding upon the parties  hereto  unless made in writing and signed by
          both parties, except as herein otherwise specifically provided.

     8.   Applicable  Law.  This  agreement  shall be governed  by all  respects
          whether  as  to  validity,  construction,   capacity,  performance  or
          otherwise,  by the laws of the State of Georgia,  except to the extent
          that Federal law shall be deemed to apply.

     9.   Severability.  The  provisions  of  this  Agreement  shall  be

                                       4
<PAGE>

          deemed  severable  and  the  invalidity  or  unenforceability  of  any
          provision shall not affect the validity or enforceability of the other
          provisions hereof.

     10.  Arbitration.  Any  controversy  or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association  ("AAA")  nearest to the home  office of the Bank,  and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof,  except to the extend  that the parties  may  otherwise  reach a mutual
settlement of such issue.  The Bank shall reimburse  Employee for all reasonable
costs and expenses,  including  reasonable  attorneys'  fees,  arising from such
dispute,  proceedings or actions,  following the delivery of the decision of the
arbitrator  finding in favor of the  Employee.  Further,  the  settlement of the
dispute to be  approved  by the Board of the Bank or the  Parent  may  include a
provision  for the  reimbursement  by the Bank or Parent to the Employee for all
reasonable costs and expenses,  including  reasonable  attorneys' fees,  arising
from  such  dispute,  proceedings  or  actions,  or the Board of the Bank or the
Parent may authorize such reimbursement of such reasonable costs and expenses by
separate action upon a written action and  determination  of the Board following
settlement of the dispute.

     11. Entire  Agreement.  This Agreement  together with any  understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
first hereinabove written.

                                       5

<PAGE>
                      CHANGE IN CONTROL SEVERANCE AGREEMENT

     THIS CHANGE IN CONTROL SEVERANCE AGREEMENT  ("Agreement") entered into this
1st day of January,  1999 ("Effective  Date"), by and between Heritage Bank (the
"Bank") and Mary Jo Rogers (the "Employee").

     WHEREAS,  the  Employee  is  currently  employed by the Bank as Senior Vice
President and is  experienced in all phases of the financial  services  industry
and the business of the Bank; and

     WHEREAS,  the  parties  desire by this  writing to set forth the rights and
responsibilities of the Bank and Employee if the Bank should undergo a change in
control (as defined hereinafter in the Agreement) after the Effective Date.

     NOW, THEREFORE, it is AGREED as follows:

     1. Employment.  The Employee is employed in the capacity as the Senior Vice
President  of the Bank.  The  Employee  shall  render  such  administrative  and
management  services  to the  Bank and CCF  Holding  Company  ("Parent")  as are
currently  rendered and as are  customarily  performed by persons  situated in a
similar  executive  capacity.  The Employee's  other duties shall be such as the
President or the Board of Directors  for the Bank (the "Board of  Directors"  or
"Board") may from time to time reasonably direct,  including normal duties as an
officer of the Bank and the Parent.

     2. Term of Agreement.  The term of this  Agreement  shall be for the period
commencing  on the  Effective  Date and ending  twelve  (12)  months  thereafter
("Term"). The Term of this Agreement may be extended for up to an additional one
year period beyond the then effective  expiration date upon a determination  and
resolution of the Board of Directors  that the  performance  of the Employee has
met the  requirements  and  standards  of the  Board,  and that the Term of such
Agreement shall be extended.

     3.   Termination of Employment in Connection with or Subsequent to a Change
          ----------------------------------------------------------------------
          in Control.
          -----------

     (a) Notwithstanding  any provision herein to the contrary,  in the event of
the  involuntary  termination  of Employee's  employment  under this  Agreement,
absent Just Cause, in connection  with, or within twelve (12) months after,  any
Change in Control of the Bank or Parent,  Employee shall be paid an amount equal
to 100% of the taxable  compensation paid to Employee by the Bank for the twelve
month  period  prior to the date of  termination  of  employment  (whether  said
amounts were received or deferred by the Employee)

                                       1
<PAGE>

and the costs associated with maintaining  coverage under the Bank's medical and
dental  insurance  reimbursement  plans similar to that in effect on the date of
termination of employment for a period of one year thereafter. Said sum shall be
paid,  at the option of Employee,  either in one (1) lump sum within thirty (30)
days of such  termination  discounted to the present value of such payment using
as the discount  rate the "prime  rate" as published in the Wall Street  Journal
Eastern  Edition as of the date of such payment  minus 100 basis  points,  or in
periodic payments over the next 12 months, and such payments shall be in lieu of
any other  future  payments  which the Employee  would be otherwise  entitled to
receive.  Notwithstanding  the  forgoing,  all sums payable  hereunder  shall be
reduced  in such  manner  and to such  extent  so  that  no such  payments  made
hereunder when  aggregated with all other payments to be made to the Employee by
the  Bank or the  Parent  shall be  deemed  an  "excess  parachute  payment"  in
accordance  with Section 280G of the Internal  Revenue Codes of 1986, as amended
(the "Code") and be subject to the excise tax provided at Section 4999(a) of the
Code. The term "Change in Control" shall mean: (i) the execution of an agreement
for the sale of all,  or a  material  portion,  of the assets of the Bank or the
Parent;  (ii) the execution of an agreement for a merger or  recapitalization of
the Bank or the Parent or any merger or recapitalization whereby the Bank or the
Parent is not the surviving entity; (iii) a change in control of the Bank or the
Parent, as otherwise  defined or determined by the Office of Thrift  Supervision
or  regulations  promulgated  by  it;  or  (iv)  the  acquisition,  directly  or
indirectly,  of the beneficial  ownership (within the meaning of that term as it
is used in Section  13(d) of the  Securities  Exchange Act of 1934 and the rules
and regulations  promulgated thereunder) of twenty-five percent (25%) or more of
the  outstanding  voting  securities  of the Bank or the  Parent by any  person,
trust,  entity or group.  The term "person"  means an individual  other than the
Employee,  or a corporation,  partnership,  trust,  association,  joint venture,
pool, syndicate, sole proprietorship,  unincorporated  organization or any other
form of entity not specifically listed herein.

     (b)  Notwithstanding  any other provision of this Agreement to the contrary
except as  provided at Sections  4(b),  4(c),  4(d),  4(e) and 5,  Employee  may
voluntarily  terminate his employment  under this Agreement  within  twenty-four
months  following a Change in Control of the Bank or Parent,  and Employee shall
thereupon be entitled to receive the payment and  benefits  described in Section
3(a) of this  Agreement,  upon  the  occurrence,  or  within  ninety  (90)  days
thereafter,  of any of the following events, which have not been consented to in
advance by the  Employee in writing:  (i) if Employee  would be required to move
his personal  residence or perform his principal  executive  functions more than
thirty-five  (35) miles from the Employee's  primary office as of the signing of
this Agreement; (ii) if in the organizational structure of the Bank or Parent,




                                       2
<PAGE>

Employee  would be  required  to report to a person or  persons  other  than the
President;  (iii) if the Bank or Parent  should fail to maintain the  Employee's
base compensation in effect as of the date of the Change in Control and existing
employee  benefits plans,  including  material fringe benefit,  stock option and
retirement  plans,  except to the extent that such reduction in benefit programs
is part of an overall  adjustment  in benefits for all  employees of the Bank or
Parent and does not  disproportionately  adversely impact the Employee;  (iv) if
Employee would be assigned duties and responsibilities other than those normally
associated  with his  position as  referenced  at Section 1,  herein;  or (v) if
Employee's  responsibilities  or  authority  have  in any  way  been  materially
diminished or reduced.

     4.   Other Changes in Employment Status.
          ----------------------------------

     (a) Except as provided for at Section 3, herein, the Board of Directors may
terminate  the  Employee's  employment  at any time with or  without  Just Cause
within its sole discretion.  This Agreement shall not be deemed to give Employee
any right to be  retained  in the  employment  or  service  of the  Bank,  or to
interfere with the right of the Bank to terminate the employment of the Employee
at any time. The Employee shall have no right to receive  compensation  or other
benefits for any period after termination for Just Cause.  Termination for "Just
Cause" shall include termination because of the Employee's personal  dishonesty,
incompetence,  willful  misconduct,  breach of fiduciary duty involving personal
profit,  intentional failure to perform stated duties,  willful violation of any
law, rule or regulation  (other than traffic  violations or similar offenses) or
final  cease-and-desist  order,  or  material  breach  of any  provision  of the
Agreement.

     (b)  If  the  Employee  is  removed  and/or  permanently   prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance Act ("FDIA") (12
U.S.C.  1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the parties shall not be affected.

     (c) If the Bank is in default (as  defined in Section  3(x)(1) of FDIA) all
obligations under this Agreement shall terminate as of the date of default,  but
this paragraph shall not affect any vested rights of the contracting parties.

     (d) All obligations under this Agreement shall be terminated, except to the
extent  determined  that  continuation  of this  Agreement is necessary  for the
continued  operation  of the Bank:  (i) by the  Director of the Office of Thrift
Supervision  ("Director of OTS"),  or his or her designee,  at the time that the
Federal  Deposit

                                       3
<PAGE>

Insurance  Corporation  ("FDIC") or the Resolution Trust Corporation enters into
an  agreement  to  provide  assistance  to or on  behalf  of the Bank  under the
authority  contained  in Section  13(c) of FDIA;  or (ii) by the Director of the
OTS, or his or her designee, at the time that the Director of the OTS, or his or
her  designee  approves  a  supervisory  merger to resolve  problems  related to
operation of the Bank or when the Bank is  determined by the Director of the OTS
to be in an unsafe or unsound  condition.  Any rights of the  parties  that have
already vested, however, shall not be affected by such action.

     (e) Notwithstanding  anything herein to the contrary,  any payments made to
the Employee  pursuant to the Agreement,  or otherwise,  shall be subject to and
conditioned upon compliance with 12 USC ?1828(k) and any regulations promulgated
thereunder.

     5.  Suspension  of  Employment.   If  the  Employee  is  suspended   and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e)(3)  or (g)(1)  of the FDIA (12  U.S.C.
1818(e)(3)  and (g)(1)),  the Bank's  obligations  under the Agreement  shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are  dismissed,  the Bank may within its discretion
(i) pay the Employee all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate any of its obligations  which were
suspended.

     6.   Successors and Assigns.

     (a) This  Agreement  shall inure to the benefit of and be binding  upon any
corporate  or other  successor  of the Bank which  shall  acquire,  directly  or
indirectly,   by  merger,   consolidation,   purchase  or   otherwise,   all  or
substantially all of the assets or stock of the Bank.

     (b) The Employee shall be precluded from assigning or delegating his rights
or duties hereunder without first obtaining the written consent of the Bank.

     7.   Amendments.  No  amendments  or additions to this  Agreement  shall be
          binding upon the parties  hereto  unless made in writing and signed by
          both parties, except as herein otherwise specifically provided.

     8.   Applicable  Law.  This  agreement  shall be governed  by all  respects
          whether  as  to  validity,  construction,   capacity,  performance  or
          otherwise,  by the laws of the State of Georgia,  except to the extent
          that Federal law shall be deemed to apply.

     9.   Severability.  The  provisions  of  this  Agreement  shall  be

                                       4
<PAGE>

          deemed  severable  and  the  invalidity  or  unenforceability  of  any
          provision shall not affect the validity or enforceability of the other
          provisions hereof.

     10.  Arbitration.  Any  controversy  or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association  ("AAA")  nearest to the home  office of the Bank,  and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof,  except to the extend  that the parties  may  otherwise  reach a mutual
settlement of such issue.  The Bank shall reimburse  Employee for all reasonable
costs and expenses,  including  reasonable  attorneys'  fees,  arising from such
dispute,  proceedings or actions,  following the delivery of the decision of the
arbitrator  finding in favor of the  Employee.  Further,  the  settlement of the
dispute to be  approved  by the Board of the Bank or the  Parent  may  include a
provision  for the  reimbursement  by the Bank or Parent to the Employee for all
reasonable costs and expenses,  including  reasonable  attorneys' fees,  arising
from  such  dispute,  proceedings  or  actions,  or the Board of the Bank or the
Parent may authorize such reimbursement of such reasonable costs and expenses by
separate action upon a written action and  determination  of the Board following
settlement of the dispute.

     11. Entire  Agreement.  This Agreement  together with any  understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
first hereinabove written.

                                       5

<PAGE>
                      CHANGE IN CONTROL SEVERANCE AGREEMENT

     THIS CHANGE IN CONTROL SEVERANCE AGREEMENT  ("Agreement") entered into this
1st day of January,  1999 ("Effective  Date"), by and between Heritage Bank (the
"Bank") and Edith W. Stevens (the "Employee").

     WHEREAS,  the  Employee  is  currently  employed by the Bank as Senior Vice
President and is  experienced in all phases of the financial  services  industry
and the business of the Bank; and

     WHEREAS,  the  parties  desire by this  writing to set forth the rights and
responsibilities of the Bank and Employee if the Bank should undergo a change in
control (as defined hereinafter in the Agreement) after the Effective Date.

     NOW, THEREFORE, it is AGREED as follows:

     1. Employment.  The Employee is employed in the capacity as the Senior Vice
President  of the Bank.  The  Employee  shall  render  such  administrative  and
management  services  to the  Bank and CCF  Holding  Company  ("Parent")  as are
currently  rendered and as are  customarily  performed by persons  situated in a
similar  executive  capacity.  The Employee's  other duties shall be such as the
President or the Board of Directors  for the Bank (the "Board of  Directors"  or
"Board") may from time to time reasonably direct,  including normal duties as an
officer of the Bank and the Parent.

     2. Term of Agreement.  The term of this  Agreement  shall be for the period
commencing  on the  Effective  Date and ending  twelve  (12)  months  thereafter
("Term"). The Term of this Agreement may be extended for up to an additional one
year period beyond the then effective  expiration date upon a determination  and
resolution of the Board of Directors  that the  performance  of the Employee has
met the  requirements  and  standards  of the  Board,  and that the Term of such
Agreement shall be extended.

     3.   Termination of Employment in Connection with or Subsequent to a Change
          ----------------------------------------------------------------------
          in Control.
          -----------

     (a) Notwithstanding  any provision herein to the contrary,  in the event of
the  involuntary  termination  of Employee's  employment  under this  Agreement,
absent Just Cause, in connection  with, or within twelve (12) months after,  any
Change in Control of the Bank or Parent,  Employee shall be paid an amount equal
to 100% of the taxable  compensation paid to Employee by the Bank for the twelve
month  period  prior to the date of  termination  of  employment  (whether  said
amounts were received or deferred by the Employee)

                                       1
<PAGE>

and the costs associated with maintaining  coverage under the Bank's medical and
dental  insurance  reimbursement  plans similar to that in effect on the date of
termination of employment for a period of one year thereafter. Said sum shall be
paid,  at the option of Employee,  either in one (1) lump sum within thirty (30)
days of such  termination  discounted to the present value of such payment using
as the discount  rate the "prime  rate" as published in the Wall Street  Journal
Eastern  Edition as of the date of such payment  minus 100 basis  points,  or in
periodic payments over the next 12 months, and such payments shall be in lieu of
any other  future  payments  which the Employee  would be otherwise  entitled to
receive.  Notwithstanding  the  forgoing,  all sums payable  hereunder  shall be
reduced  in such  manner  and to such  extent  so  that  no such  payments  made
hereunder when  aggregated with all other payments to be made to the Employee by
the  Bank or the  Parent  shall be  deemed  an  "excess  parachute  payment"  in
accordance  with Section 280G of the Internal  Revenue Codes of 1986, as amended
(the "Code") and be subject to the excise tax provided at Section 4999(a) of the
Code. The term "Change in Control" shall mean: (i) the execution of an agreement
for the sale of all,  or a  material  portion,  of the assets of the Bank or the
Parent;  (ii) the execution of an agreement for a merger or  recapitalization of
the Bank or the Parent or any merger or recapitalization whereby the Bank or the
Parent is not the surviving entity; (iii) a change in control of the Bank or the
Parent, as otherwise  defined or determined by the Office of Thrift  Supervision
or  regulations  promulgated  by  it;  or  (iv)  the  acquisition,  directly  or
indirectly,  of the beneficial  ownership (within the meaning of that term as it
is used in Section  13(d) of the  Securities  Exchange Act of 1934 and the rules
and regulations  promulgated thereunder) of twenty-five percent (25%) or more of
the  outstanding  voting  securities  of the Bank or the  Parent by any  person,
trust,  entity or group.  The term "person"  means an individual  other than the
Employee,  or a corporation,  partnership,  trust,  association,  joint venture,
pool, syndicate, sole proprietorship,  unincorporated  organization or any other
form of entity not specifically listed herein.

     (b)  Notwithstanding  any other provision of this Agreement to the contrary
except as  provided at Sections  4(b),  4(c),  4(d),  4(e) and 5,  Employee  may
voluntarily  terminate his employment  under this Agreement  within  twenty-four
months  following a Change in Control of the Bank or Parent,  and Employee shall
thereupon be entitled to receive the payment and  benefits  described in Section
3(a) of this  Agreement,  upon  the  occurrence,  or  within  ninety  (90)  days
thereafter,  of any of the following events, which have not been consented to in
advance by the  Employee in writing:  (i) if Employee  would be required to move
his personal  residence or perform his principal  executive  functions more than
thirty-five  (35) miles from the Employee's  primary office as of the signing of
this Agreement; (ii) if in the organizational structure of the Bank or Parent,




                                       2
<PAGE>

Employee  would be  required  to report to a person or  persons  other  than the
President;  (iii) if the Bank or Parent  should fail to maintain the  Employee's
base compensation in effect as of the date of the Change in Control and existing
employee  benefits plans,  including  material fringe benefit,  stock option and
retirement  plans,  except to the extent that such reduction in benefit programs
is part of an overall  adjustment  in benefits for all  employees of the Bank or
Parent and does not  disproportionately  adversely impact the Employee;  (iv) if
Employee would be assigned duties and responsibilities other than those normally
associated  with his  position as  referenced  at Section 1,  herein;  or (v) if
Employee's  responsibilities  or  authority  have  in any  way  been  materially
diminished or reduced.

     4.   Other Changes in Employment Status.
          ----------------------------------

     (a) Except as provided for at Section 3, herein, the Board of Directors may
terminate  the  Employee's  employment  at any time with or  without  Just Cause
within its sole discretion.  This Agreement shall not be deemed to give Employee
any right to be  retained  in the  employment  or  service  of the  Bank,  or to
interfere with the right of the Bank to terminate the employment of the Employee
at any time. The Employee shall have no right to receive  compensation  or other
benefits for any period after termination for Just Cause.  Termination for "Just
Cause" shall include termination because of the Employee's personal  dishonesty,
incompetence,  willful  misconduct,  breach of fiduciary duty involving personal
profit,  intentional failure to perform stated duties,  willful violation of any
law, rule or regulation  (other than traffic  violations or similar offenses) or
final  cease-and-desist  order,  or  material  breach  of any  provision  of the
Agreement.

     (b)  If  the  Employee  is  removed  and/or  permanently   prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance Act ("FDIA") (12
U.S.C.  1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the parties shall not be affected.

     (c) If the Bank is in default (as  defined in Section  3(x)(1) of FDIA) all
obligations under this Agreement shall terminate as of the date of default,  but
this paragraph shall not affect any vested rights of the contracting parties.

     (d) All obligations under this Agreement shall be terminated, except to the
extent  determined  that  continuation  of this  Agreement is necessary  for the
continued  operation  of the Bank:  (i) by the  Director of the Office of Thrift
Supervision  ("Director of OTS"),  or his or her designee,  at the time that the
Federal  Deposit

                                       3
<PAGE>

Insurance  Corporation  ("FDIC") or the Resolution Trust Corporation enters into
an  agreement  to  provide  assistance  to or on  behalf  of the Bank  under the
authority  contained  in Section  13(c) of FDIA;  or (ii) by the Director of the
OTS, or his or her designee, at the time that the Director of the OTS, or his or
her  designee  approves  a  supervisory  merger to resolve  problems  related to
operation of the Bank or when the Bank is  determined by the Director of the OTS
to be in an unsafe or unsound  condition.  Any rights of the  parties  that have
already vested, however, shall not be affected by such action.

     (e) Notwithstanding  anything herein to the contrary,  any payments made to
the Employee  pursuant to the Agreement,  or otherwise,  shall be subject to and
conditioned upon compliance with 12 USC ?1828(k) and any regulations promulgated
thereunder.

     5.  Suspension  of  Employment.   If  the  Employee  is  suspended   and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e)(3)  or (g)(1)  of the FDIA (12  U.S.C.
1818(e)(3)  and (g)(1)),  the Bank's  obligations  under the Agreement  shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are  dismissed,  the Bank may within its discretion
(i) pay the Employee all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate any of its obligations  which were
suspended.

     6.   Successors and Assigns.

     (a) This  Agreement  shall inure to the benefit of and be binding  upon any
corporate  or other  successor  of the Bank which  shall  acquire,  directly  or
indirectly,   by  merger,   consolidation,   purchase  or   otherwise,   all  or
substantially all of the assets or stock of the Bank.

     (b) The Employee shall be precluded from assigning or delegating his rights
or duties hereunder without first obtaining the written consent of the Bank.

     7.   Amendments.  No  amendments  or additions to this  Agreement  shall be
          binding upon the parties  hereto  unless made in writing and signed by
          both parties, except as herein otherwise specifically provided.

     8.   Applicable  Law.  This  agreement  shall be governed  by all  respects
          whether  as  to  validity,  construction,   capacity,  performance  or
          otherwise,  by the laws of the State of Georgia,  except to the extent
          that Federal law shall be deemed to apply.

     9.   Severability.  The  provisions  of  this  Agreement  shall  be

                                       4
<PAGE>

          deemed  severable  and  the  invalidity  or  unenforceability  of  any
          provision shall not affect the validity or enforceability of the other
          provisions hereof.

     10.  Arbitration.  Any  controversy  or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association  ("AAA")  nearest to the home  office of the Bank,  and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof,  except to the extend  that the parties  may  otherwise  reach a mutual
settlement of such issue.  The Bank shall reimburse  Employee for all reasonable
costs and expenses,  including  reasonable  attorneys'  fees,  arising from such
dispute,  proceedings or actions,  following the delivery of the decision of the
arbitrator  finding in favor of the  Employee.  Further,  the  settlement of the
dispute to be  approved  by the Board of the Bank or the  Parent  may  include a
provision  for the  reimbursement  by the Bank or Parent to the Employee for all
reasonable costs and expenses,  including  reasonable  attorneys' fees,  arising
from  such  dispute,  proceedings  or  actions,  or the Board of the Bank or the
Parent may authorize such reimbursement of such reasonable costs and expenses by
separate action upon a written action and  determination  of the Board following
settlement of the dispute.

     11. Entire  Agreement.  This Agreement  together with any  understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
first hereinabove written.

                                       5

<PAGE>
                      CHANGE IN CONTROL SEVERANCE AGREEMENT

     THIS CHANGE IN CONTROL SEVERANCE AGREEMENT  ("Agreement") entered into this
eighth day of July, 1999 ("Effective  Date"),  by and between Heritage Bank (the
"Bank") and Jack Bowdoin (the "Employee").

     WHEREAS,  the  Employee  is  currently  employed by the Bank as Senior Vice
President and is  experienced in all phases of the financial  services  industry
and the business of the Bank; and

     WHEREAS,  the  parties  desire by this  writing to set forth the rights and
responsibilities of the Bank and Employee if the Bank should undergo a change in
control (as defined hereinafter in the Agreement) after the Effective Date.

     NOW, THEREFORE, it is AGREED as follows:

     1. Employment.  The Employee is employed in the capacity as the Senior Vice
President  of the Bank.  The  Employee  shall  render  such  administrative  and
management  services  to the  Bank and CCF  Holding  Company  ("Parent")  as are
currently  rendered and as are  customarily  performed by persons  situated in a
similar  executive  capacity.  The Employee's  other duties shall be such as the
President or the Board of Directors  for the Bank (the "Board of  Directors"  or
"Board") may from time to time reasonably direct,  including normal duties as an
officer of the Bank and the Parent.

     2. Term of Agreement.  The term of this  Agreement  shall be for the period
commencing  on the  Effective  Date and ending  twelve  (12)  months  thereafter
("Term"). The Term of this Agreement may be extended for up to an additional one
year period beyond the then effective  expiration date upon a determination  and
resolution of the Board of Directors  that the  performance  of the Employee has
met the  requirements  and  standards  of the  Board,  and that the Term of such
Agreement shall be extended.

     3.   Termination of Employment in Connection with or Subsequent to a Change
          ----------------------------------------------------------------------
          in Control.
          -----------

     (a) Notwithstanding  any provision herein to the contrary,  in the event of
the  involuntary  termination  of Employee's  employment  under this  Agreement,
absent Just Cause, in connection  with, or within twelve (12) months after,  any
Change in Control of the Bank or Parent,  Employee shall be paid an amount equal
to 100% of the taxable  compensation paid to Employee by the Bank for the twelve
month  period  prior to the date of  termination  of  employment  (whether  said
amounts were received or deferred by the Employee)

                                       1
<PAGE>

and the costs associated with maintaining  coverage under the Bank's medical and
dental  insurance  reimbursement  plans similar to that in effect on the date of
termination of employment for a period of one year thereafter. Said sum shall be
paid,  at the option of Employee,  either in one (1) lump sum within thirty (30)
days of such  termination  discounted to the present value of such payment using
as the discount  rate the "prime  rate" as published in the Wall Street  Journal
Eastern  Edition as of the date of such payment  minus 100 basis  points,  or in
periodic payments over the next 12 months, and such payments shall be in lieu of
any other  future  payments  which the Employee  would be otherwise  entitled to
receive.  Notwithstanding  the  forgoing,  all sums payable  hereunder  shall be
reduced  in such  manner  and to such  extent  so  that  no such  payments  made
hereunder when  aggregated with all other payments to be made to the Employee by
the  Bank or the  Parent  shall be  deemed  an  "excess  parachute  payment"  in
accordance  with Section 280G of the Internal  Revenue Codes of 1986, as amended
(the "Code") and be subject to the excise tax provided at Section 4999(a) of the
Code. The term "Change in Control" shall mean: (i) the execution of an agreement
for the sale of all,  or a  material  portion,  of the assets of the Bank or the
Parent;  (ii) the execution of an agreement for a merger or  recapitalization of
the Bank or the Parent or any merger or recapitalization whereby the Bank or the
Parent is not the surviving entity; (iii) a change in control of the Bank or the
Parent, as otherwise  defined or determined by the Office of Thrift  Supervision
or  regulations  promulgated  by  it;  or  (iv)  the  acquisition,  directly  or
indirectly,  of the beneficial  ownership (within the meaning of that term as it
is used in Section  13(d) of the  Securities  Exchange Act of 1934 and the rules
and regulations  promulgated thereunder) of twenty-five percent (25%) or more of
the  outstanding  voting  securities  of the Bank or the  Parent by any  person,
trust,  entity or group.  The term "person"  means an individual  other than the
Employee,  or a corporation,  partnership,  trust,  association,  joint venture,
pool, syndicate, sole proprietorship,  unincorporated  organization or any other
form of entity not specifically listed herein.

     (b)  Notwithstanding  any other provision of this Agreement to the contrary
except as  provided at Sections  4(b),  4(c),  4(d),  4(e) and 5,  Employee  may
voluntarily  terminate his employment  under this Agreement  within  twenty-four
months  following a Change in Control of the Bank or Parent,  and Employee shall
thereupon be entitled to receive the payment and  benefits  described in Section
3(a) of this  Agreement,  upon  the  occurrence,  or  within  ninety  (90)  days
thereafter,  of any of the following events, which have not been consented to in
advance by the  Employee in writing:  (i) if Employee  would be required to move
his personal  residence or perform his principal  executive  functions more than
thirty-five  (35) miles from the Employee's  primary office as of the signing of
this Agreement; (ii) if in the organizational structure of the Bank or Parent,




                                       2
<PAGE>

Employee  would be  required  to report to a person or  persons  other  than the
President;  (iii) if the Bank or Parent  should fail to maintain the  Employee's
base compensation in effect as of the date of the Change in Control and existing
employee  benefits plans,  including  material fringe benefit,  stock option and
retirement  plans,  except to the extent that such reduction in benefit programs
is part of an overall  adjustment  in benefits for all  employees of the Bank or
Parent and does not  disproportionately  adversely impact the Employee;  (iv) if
Employee would be assigned duties and responsibilities other than those normally
associated  with his  position as  referenced  at Section 1,  herein;  or (v) if
Employee's  responsibilities  or  authority  have  in any  way  been  materially
diminished or reduced.

     4.   Other Changes in Employment Status.
          ----------------------------------

     (a) Except as provided for at Section 3, herein, the Board of Directors may
terminate  the  Employee's  employment  at any time with or  without  Just Cause
within its sole discretion.  This Agreement shall not be deemed to give Employee
any right to be  retained  in the  employment  or  service  of the  Bank,  or to
interfere with the right of the Bank to terminate the employment of the Employee
at any time. The Employee shall have no right to receive  compensation  or other
benefits for any period after termination for Just Cause.  Termination for "Just
Cause" shall include termination because of the Employee's personal  dishonesty,
incompetence,  willful  misconduct,  breach of fiduciary duty involving personal
profit,  intentional failure to perform stated duties,  willful violation of any
law, rule or regulation  (other than traffic  violations or similar offenses) or
final  cease-and-desist  order,  or  material  breach  of any  provision  of the
Agreement.

     (b)  If  the  Employee  is  removed  and/or  permanently   prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance Act ("FDIA") (12
U.S.C.  1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the parties shall not be affected.

     (c) If the Bank is in default (as  defined in Section  3(x)(1) of FDIA) all
obligations under this Agreement shall terminate as of the date of default,  but
this paragraph shall not affect any vested rights of the contracting parties.

     (d) All obligations under this Agreement shall be terminated, except to the
extent  determined  that  continuation  of this  Agreement is necessary  for the
continued  operation  of the Bank:  (i) by the  Director of the Office of Thrift
Supervision  ("Director of OTS"),  or his or her designee,  at the time that the
Federal  Deposit

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<PAGE>

Insurance  Corporation  ("FDIC") or the Resolution Trust Corporation enters into
an  agreement  to  provide  assistance  to or on  behalf  of the Bank  under the
authority  contained  in Section  13(c) of FDIA;  or (ii) by the Director of the
OTS, or his or her designee, at the time that the Director of the OTS, or his or
her  designee  approves  a  supervisory  merger to resolve  problems  related to
operation of the Bank or when the Bank is  determined by the Director of the OTS
to be in an unsafe or unsound  condition.  Any rights of the  parties  that have
already vested, however, shall not be affected by such action.

     (e) Notwithstanding  anything herein to the contrary,  any payments made to
the Employee  pursuant to the Agreement,  or otherwise,  shall be subject to and
conditioned upon compliance with 12 USC ?1828(k) and any regulations promulgated
thereunder.

     5.  Suspension  of  Employment.   If  the  Employee  is  suspended   and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e)(3)  or (g)(1)  of the FDIA (12  U.S.C.
1818(e)(3)  and (g)(1)),  the Bank's  obligations  under the Agreement  shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are  dismissed,  the Bank may within its discretion
(i) pay the Employee all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate any of its obligations  which were
suspended.

     6.   Successors and Assigns.

     (a) This  Agreement  shall inure to the benefit of and be binding  upon any
corporate  or other  successor  of the Bank which  shall  acquire,  directly  or
indirectly,   by  merger,   consolidation,   purchase  or   otherwise,   all  or
substantially all of the assets or stock of the Bank.

     (b) The Employee shall be precluded from assigning or delegating his rights
or duties hereunder without first obtaining the written consent of the Bank.

     7.   Amendments.  No  amendments  or additions to this  Agreement  shall be
          binding upon the parties  hereto  unless made in writing and signed by
          both parties, except as herein otherwise specifically provided.

     8.   Applicable  Law.  This  agreement  shall be governed  by all  respects
          whether  as  to  validity,  construction,   capacity,  performance  or
          otherwise,  by the laws of the State of Georgia,  except to the extent
          that Federal law shall be deemed to apply.

     9.   Severability.  The  provisions  of  this  Agreement  shall  be

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<PAGE>

          deemed  severable  and  the  invalidity  or  unenforceability  of  any
          provision shall not affect the validity or enforceability of the other
          provisions hereof.

     10.  Arbitration.  Any  controversy  or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association  ("AAA")  nearest to the home  office of the Bank,  and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof,  except to the extend  that the parties  may  otherwise  reach a mutual
settlement of such issue.  The Bank shall reimburse  Employee for all reasonable
costs and expenses,  including  reasonable  attorneys'  fees,  arising from such
dispute,  proceedings or actions,  following the delivery of the decision of the
arbitrator  finding in favor of the  Employee.  Further,  the  settlement of the
dispute to be  approved  by the Board of the Bank or the  Parent  may  include a
provision  for the  reimbursement  by the Bank or Parent to the Employee for all
reasonable costs and expenses,  including  reasonable  attorneys' fees,  arising
from  such  dispute,  proceedings  or  actions,  or the Board of the Bank or the
Parent may authorize such reimbursement of such reasonable costs and expenses by
separate action upon a written action and  determination  of the Board following
settlement of the dispute.

     11. Entire  Agreement.  This Agreement  together with any  understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
first hereinabove written.

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