Exhibit
      10.1

     

    AGREEMENT
      BY AND BETWEEN

    First
      National Bank of Georgia

    Carrollton,
      GA

    and

    The
      Comptroller of the Currency

     

    First
      National Bank of Georgia, Carrollton, GA (“Bank”) and the Comptroller of the
      Currency of the United States of America (“Comptroller”) wish to protect the
      interests of the depositors, other customers, and shareholders of the Bank,
      and,
      toward that end, wish the Bank to operate safely and soundly and in accordance
      with all applicable laws, rules and regulations.

     

    The
      Comptroller has found unsafe and unsound banking practices relating to the
      levels of concentrations and classified assets of construction, acquisition
      and
      development lending in the bank’s loan portfolio.

     

    In
      consideration of the above premises, it is agreed, between the Bank, by and
      through its duly elected and acting Board of Directors (“Board”), and the
      Comptroller, through his authorized representative, that the Bank shall operate
      at all times in compliance with the articles of this Agreement.

     

    ARTICLE
      I

     

    JURISDICTION

     

    (1) This
      Agreement shall be construed to be a “written agreement entered into with the
      agency” within the meaning of 12 U.S.C. § 1818(b)(1).

     

    (2) This
      Agreement shall be construed to be a “written agreement between such depository
      institution and such agency” within the meaning of 12 U.S.C. § 1818(e)(1) and 12
      U.S.C. § 1818(i)(2).

     

    (3) This
      Agreement shall be construed to be a “formal written agreement” within the
      meaning of 12 C.F.R. § 5.51(c)(6)(ii). See
      12
      U.S.C. § 1831i.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (4) This
      Agreement shall be construed to be a “written agreement” within the meaning of
      12 U.S.C. § 1818(u)(1)(A).

     

    (5) All
      reports or plans which the Bank or Board has agreed to submit to the Assistant
      Deputy Comptroller pursuant to this Agreement shall be forwarded
      to:

     

    James
      F.
      DeVane, Jr.

    Assistant
      Deputy Comptroller 
Georgia Field Office

    3
      Ravinia
      Drive, Suite 550 
Atlanta, GA 30346

     

    ARTICLE
      II

     

    COMPLIANCE
      COMMITTEE

     

    (1) Within
      fifteen (15) days of the date of this Agreement, the Board shall appoint a
      Compliance Committee of at least seven (7) directors, of which no more than
      two
      (2) shall be an employee or controlling shareholder of the Bank or any of its
      affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371c(b)(1)), or a
      family member of any such person. Upon appointment, the names of the members
      of
      the Compliance Committee and, in the event of a change of the membership, the
      name of any new member shall be submitted in writing to the Assistant Deputy
      Comptroller. The Compliance Committee shall be responsible for monitoring and
      coordinating the Bank’s adherence to the provisions of this
      Agreement.

     

    (2) The
      Compliance Committee shall meet at least monthly.

     

    (3) Within
      forty-five (45) days of the date of this Agreement and every quarter thereafter,
      the Compliance Committee shall submit a written progress report to the Board
      setting forth in detail:

     

    
      	 	
              (a)

            	
              a
                description of the action needed to achieve full compliance with
                each
                Article of this Agreement;

            


    

     

    
      	 	
              (b)

            	
              actions
                taken to comply with each Article of this Agreement; and

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              the
                results and status of those
                actions.

            


    

     

    (4) The
      Board
      shall forward a copy of the Compliance Committee’s report, with any additional
      comments by the Board, to the Assistant Deputy Comptroller within ten (10)
      days
      of receiving such report.

     

    ARTICLE
      III

     

    ACTION
      PLAN

     

    (1) Within
      forty five (45) days, the Board shall adopt, implement, and thereafter ensure
      Bank adherence to a written action plan detailing the Board’s assessment of what
      needs to be done to improve the Bank, specifying how the Board will implement
      the plan, and setting forth a timetable for the implementation of the
      plan.

     

    (2) Upon
      completion of the plan, the Board shall submit the plan to the Assistant Deputy
      Comptroller for review and prior written determination of no supervisory
      objection. Upon receiving a determination of no supervisory objection, the
      Bank
      shall implement and adhere to the plan.

     

    (3) In
      the
      event the Assistant Deputy Comptroller recommends changes to the action plan,
      the Board shall immediately incorporate those changes into the
      plan.

     

    (4) The
      plan
      shall be implemented pursuant to the time frames set forth within the plan
      unless events dictate modifications to the plan. Where the Board considers
      modifications appropriate, those modifications shall be submitted to the
      Assistant Deputy Comptroller for prior written determination of no supervisory
      objection. Upon receiving a determination of no supervisory objection from
      the
      Assistant Deputy Comptroller, the Bank shall implement and adhere to the
      plan.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV 

     

    CONCENTRATIONS
      OF CREDIT

     

    (1) Within
      forty-five (45) days, the Board shall adopt, implement, and thereafter ensure
      Bank adherence to a written asset diversification program. The program shall
      include, but not necessarily be limited to, the following:

     

    
      	 	
              (a)

            	
              an
                update to the Bank’s regular review of the balance sheet to identify any
                concentrations of credit;

            


    

     

    
      	 	
              (b)

            	
              an
                update to the Bank’s routine written analysis of any concentration of
                credit identified above in order to identify and assess the inherent
                credit, liquidity, and interest rate
                risk;

            


    

     

    
      	 	
              (c)

            	
              a
                review of current policies and procedures to control and monitor
                concentrations of credit; and

            


    

     

    
      	 	
              (d)

            	
              an
                action plan approved by the Board to reduce the risk of any concentration
                deemed imprudent in the above
                analysis.

            


    

     

    (2) For
      purposes of this Article, a concentration of credit is as defined in the “Loan
      Portfolio Management” booklet of the Comptroller’s
      Handbook.

     

    (3) A
      copy of
      the plan shall be submitted to the Assistant Deputy Comptroller for review
      and
      prior written determination of no supervisory objection. Upon receiving a
      determination of no supervisory objection from the Assistant Deputy Comptroller,
      the Bank shall implement and adhere to the program.

     

    (4) The
      Board
      shall continue to ensure that future concentrations of credit are subjected
      to
      the analysis required by subparagraph (b) and that the analysis demonstrate
      that
      the concentration will not subject the Bank to undue credit or interest rate
      risk.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (5) The
      Board
      shall forward a copy of any analysis performed on existing or potential
      concentrations of credit to the Assistant Deputy Comptroller immediately
      following the review.

     

    ARTICLE
      V

     

    CRITICIZED
      ASSETS

     

    (1) The
      Bank
      shall continue to take action to protect its interest in those assets criticized
      in the ROE, in any subsequent Report of Examination, by internal or external
      loan review, or in any list provided to management by the National Bank
      Examiners.

     

    (2) Within
      ninety (90) days, the Board shall adopt, implement, and thereafter ensure Bank
      adherence to a written program designed to eliminate the basis of criticism
      of
      assets criticized in the ROE, in any subsequent Report of Examination, or by
      any
      internal or external loan review, or in any list provided to management by
      the
      National Bank Examiners as “doubtful,” “substandard,” or “special mention.” This
      program shall include, at a minimum:

     

    
      	 	
              (a)

            	
              an
                identification of the expected sources of
                repayment;

            


    

     

    
      	 	
              (b)

            	
              the
                appraised value of supporting collateral and the position of the
                Bank’s
                lien on such collateral where
                applicable;

            


    

     

    
      	 	
              (c)

            	
              an
                analysis of current and satisfactory credit information, including
                cash
                flow analysis where loans are to be repaid from operations;
                and

            


    

     

    
      	 	
              (d)

            	
              the
                proposed action to eliminate the basis of criticism and the time
                frame for
                its accomplishment.

            


    

     

    (3) Upon
      adoption, a copy of the program for all criticized assets equal to or exceeding
      one million dollars ($1MM) shall be forwarded to the Assistant Deputy
      Comptroller for review and prior written determination of no supervisory
      objection. Upon receiving a determination of no supervisory objection from
      the
      Assistant Deputy Comptroller, the Bank shall implement and adhere to the
      program.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (4) The
      Board
      shall ensure that the Bank has processes, personnel, and control systems to
      ensure implementation of and adherence to the program developed pursuant to
      this
      Article.

     

    (5) The
      Executive Loan Committee of the Board shall continue to conduct a review, on
      at
      least a quarterly basis, to determine:

     

    
      	 	
              (a)

            	
              the
                status of each criticized asset or criticized portion thereof that
                equals
                or exceeds one million dollars
                ($1MM);

            


    

     

    
      	 	
              (b)

            	
              management’s
                adherence to the program adopted pursuant to this
                Article;

            


    

     

    
      	 	
              (c)

            	
              the
                status and effectiveness of the written program;
                and

            


    

     

    
      	 	
              (d)

            	
              the
                need to revise the program or take alternative
                action.

            


    

     

    (6) A
      copy of
      each review shall be forwarded to the Assistant Deputy Comptroller on a
      quarterly basis (in a format similar to Appendix A, attached
      hereto).

     

    (7) The
      Bank
      may extend credit, directly or indirectly, including renewals, extensions or
      capitalization of accrued interest, to a borrower whose loans or other
      extensions of credit are criticized in the ROE, in any subsequent Report of
      Examination, in any internal or external loan review, or in any list provided
      to
      management by the National Bank Examiners and whose aggregate loans or other
      extensions exceed five hundred thousand ($500M) only if each of the following
      conditions is met:

     

    
      	 	
              (a)

            	
              the
                Board or designated committee finds that the extension of additional
                credit is necessary to promote the best interests of the Bank and
                that
                prior to renewing, extending or capitalizing any additional credit,
                a
                majority of the full Board (or designated committee) approves the
                credit
                extension and records, in writing, why such extension is necessary
                to
                promote the best interests of the Bank; and

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              a
                comparison to the written program adopted pursuant to this Article
                shows
                that the Board’s formal plan to collect or strengthen the criticized asset
                will not be compromised.

            


    

     

    (8) A
      copy of
      the approval of the Board or of the designated committee shall be maintained
      in
      the file of the affected borrower.

     

    ARTICLE
      VI

     

    LOAN
      WORKOUT DEPARTMENT

     

    (1) Within
      sixty (60) days, the Board shall establish a Loan Workout Department for the
      purpose of restoring and reclaiming classified assets, including commercial
      real
      estate loans.

     

    (2) Within
      sixty (60) days, the Board shall identify and employ an individual with
      demonstrated experience and skills in managing a bank workout program to manage
      the Loan Workout Department. This individual shall report to the Chief Executive
      Officer of the Bank and shall be independent of the Bank’s credit origination
      function.

     

    (3) The
      Loan
      Workout Department shall take all steps necessary to improve the operation
      of
      the Bank’s workout function including, but not limited to:

     

    
      	 	
              (a)

            	
              the
                establishment of policies and procedures to distinguish assets that
                shall
                be managed by the Loan Workout Department from assets that shall
                be
                managed by the originating unit;

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              the
                establishment of policies and procedures to require assets that remain
                with the originating unit are managed according to the standards
                of the
                Loan Workout Department;

            


    

     

    
      	 	
              (c)

            	
              the
                development and implementation of management information systems
                to track
                workloads and staffing requirements within the Loan Workout Department;
                and

            


    

     

    
      	 	
              (d)

            	
              the
                development and implementation of management information systems
                to
                measure the success of workout
                activities.

            


    

     

    (4) The
      Board
      shall ensure that the Loan Workout Department receives staffing and funding
      support necessary to maintain its sound operation.

     

    ARTICLE
      VII

     

    BUDGET/BUSINESS
      PLAN

     

    (1) Within
      ninety (90) days, the Board shall update, implement, and thereafter ensure
      Bank
      adherence to a written three-year business plan that shall include a projection
      of major balance sheet and income statement components, and shall provide for
      injections of equity capital, as necessary. The business plan shall also include
      a written profit plan and a detailed budget. Specifically, the plan shall
      describe the Bank’s objectives for improving Bank earnings, contemplated
      strategies and major capital expenditures required to achieve those objectives.
      Such strategies shall include specific market segments that the Bank intends
      to
      promote or develop. Procedures shall also be established to monitor the Bank’s
      actual results against these projections and to provide for appropriate
      adjustments to the budget and profit plan. The plan shall set forth specific
      time frames for the accomplishment of these objectives.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII

     

    PROGRESS
      REPORTING - QUARTERLY

     

    (1) The
      Board
      shall submit quarterly progress reports to the Assistant Deputy Comptroller,
      Georgia Field Office, 3 Ravinia Drive, Suite 550, Atlanta, GA 30346. These
      reports shall set forth in detail:

     

    
      	 	
              (a)

            	
              actions
                taken to comply with each Article of the
                Agreement;

            


    

     

    
      	 	
              (b)

            	
              results
                of those actions; and

            


    

     

    
      	 	
              (c)

            	
              a
                description of the actions needed to achieve full compliance with
                each
                Article of this Agreement.

            


    

     

    (2) The
      progress reports shall also include any actions initiated by the Board and
      the
      Bank pursuant to the criticisms and comments in the Report of Examination or
      in
      any future Report of Examination.

     

    (3) The
      first
      progress report shall be submitted for the period ending December 31, 2008
      and
      will be due within fifteen (15) days of that date. Thereafter, progress reports
      will be due within fifteen (15) days after the quarter end.

     

    ARTICLE
      IX

     

    CLOSING

     

    (1) Although
      the Board has agreed to submit certain programs and reports to the Assistant
      Deputy Comptroller for review or prior written determination of no supervisory
      objection, the Board has the ultimate responsibility for proper and sound
      management of the Bank.

     

    (2) It
      is
      expressly and clearly understood that if, at any time, the Comptroller deems
      it
      appropriate in fulfilling the responsibilities placed upon him by the several
      laws of the United States of America to undertake any action affecting the
      Bank,
      nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise
      prevent the Comptroller from so doing.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (3) Any
      time
      limitations imposed by this Agreement shall begin to run from the effective
      date
      of this Agreement. Such time requirements may be extended in writing by the
      Assistant Deputy Comptroller for good cause upon written application by the
      Board.

     

    (4) The
      provisions of this Agreement shall be effective upon execution by the parties
      hereto and its provisions shall continue in full force and effect unless or
      until such provisions are amended in writing by mutual consent of the parties
      to
      the Agreement or excepted, waived, or terminated in writing by the
      Comptroller.

     

    (5) This
      Agreement is intended to be, and shall be construed to be, a supervisory
“written agreement entered into with the agency” as contemplated by 12 U.S.C. §
1818(b)(1), and expressly does not form, and may not be construed to form,
      a
      contract binding on the Comptroller or the United States. Notwithstanding the
      absence of mutuality of obligation, or of consideration, or of a contract,
      the
      Comptroller may enforce any of the commitments or obligations herein undertaken
      by the Bank under his supervisory powers, including 12 U.S.C. § 1818(b)(1),
      and not as a matter of contract law. The Bank expressly acknowledges that
      neither the Bank nor the Comptroller has any intention to enter into a contract.
      The Bank also expressly acknowledges that no officer or employee of the Office
      of the Comptroller of the Currency has statutory or other authority to bind
      the
      United States, the U.S. Treasury Department, the Comptroller, or any other
      federal bank regulatory agency or entity, or any officer or employee of any
      of
      those entities to a contract affecting the Comptroller’s exercise of his
      supervisory responsibilities. The terms of this Agreement, including this
      paragraph, are not subject to amendment or modification by any extraneous
      expression, prior agreements or prior arrangements between the parties, whether
      oral or written.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    IN
      TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller, has hereunto
      set his hand on behalf of the Comptroller.

     

    
      	
              /s/
                James F. Devane, Jr.

            	 	November
              12, 2008
	
              James
                F. Devane, Jr.

            	 	
              Date
                

            
	
              Assistant
                Deputy Comptroller

            	 	 
	
              Georgia
                Field Office

            	 	 


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    IN
      TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board of
      Directors of the Bank, have hereunto set their hands on behalf of the
      Bank.

    


    
      	/s/
Wanda
              W. Calhoun	 	November
              12, 2008
	
              Wanda
                W. Calhounac

            	 	
              Date

            
	 	 	 
	/s/
Grady
              W. Cole	 	November
              12, 2008
	
              Grady
                Woodfin Cole

            	 	
              Date

            
	 	 	 
	/s/
Mary
              Covington	 	November
              12, 2008
	
              Mary
                Covington

            	 	
              Date

            
	 	 	 
	/s/
Richard
              A. Duncan	 	November
              12, 2008
	
              Richard
                A. Duncan

            	 	
              Date

            
	 	 	 
	/s/
Randall
              Eaves	 	November
              12, 2008
	
              Randall
                Eaves

            	 	
              Date

            
	 	 	 
	/s/
W.T.
              Green, Jr.	 	November
              12, 2008
	
              W.T.
                (Tommy) Green, Jr.

            	 	
              Date

            
	 	 	 
	/s/
Steven
              J. Haack	 	November
              12, 2008
	
              Steven
                J. Haack

            	 	
              Date

            
	 	 	 
	/s/
Loy
              M. Howard	 	November
              12, 2008
	
              Loy
                M. Howard

            	 	
              Date

            
	 	 	 
	/s/
Lynn
              Joiner	 	November
              12, 2008
	
              Lynn
                Joiner

            	 	
              Date

            
	 	 	 
	/s/
H.B.
              (Rocky) Lipham, III	 	November
              12, 2008
	
              H.B.
                (Rocky) Lipham, III

            	 	
              Date

            
	 	 	 
	/s/
Larry
              Mann	 	November
              12, 2008
	
              Larry
                Mann

            	 	
              Date

            
	 	 	 
	/s/
Mark
              H. Murphy	 	November
              12, 2008
	
              Mark
                H. Murphy

            	 	
              Date

            
	 	 	 
	/s/
R.
              David Perry	 	November
              12, 2008
	
              R.
                David Perry

            	 	
              Date

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    
      	/s/
Richard
              L. Plunkett	 	November
              12, 2008
	
              Richard
                L. Plunkett

            	 	
              Date

            
	 	 	 
	/s/
Thomas
              E. Reeve, III	 	November
              12, 2008
	
              Thomas
                E. Reeve, III

            	 	
              Date

            
	 	 	 
	/s/
Don
              C. Rhodes	 	November
              12, 2008
	
              Don
                C. Rhodes

            	 	
              Date

            
	 	 	 
	/s/
Thomas
              T. Richards	 	November
              12, 2008
	
              Thomas
                T. Richards

            	 	
              Date

            
	 	 	 
	/s/
Helen
              Tyus Roberts	 	November
              12, 2008
	
              Helen
                Tyus Roberts

            	 	
              Date

            
	 	 	 
	/s/
William
              G. Sewell	 	November
              12, 2008
	
              William
                G. Sewell

            	 	
              Date

            
	 	 	 
	/s/
William
              W. Stone	 	November
              12, 2008
	
              William
                W. Stone

            	 	
              Date

            
	 	 	 
	/s/
Frank
              T. Thomasson, III	 	November
              12, 2008
	
              Frank
                T. (Tommy) Thomasson, III

            	 	
              Date

            
	 	 	 
	/s/
J.
              Thomas Vance	 	November
              12, 2008
	
              J.
                Thomas Vance

            	 	
              Date

            
	 	 	 
	/s/
Gelon
              Wasdin	 	November
              12, 2008
	
              Gelon
                Wasdin

            	 	
              Date

            
	 	 	 
	/s/
Charles
              M. Willis, Sr.	 	November
              12, 2008
	
              Charles
                M. Willis, Sr.

            	 	
              Date

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

    First
      National Bank of Georgia

    Carrollton,
      GA

     

    CRITICIZED
      ASSET REPORT AS OF:                                                                                                                                                        
0;

    BORROWER(S):

    ASSET
      BALANCE(S) AND OCC RATING (SM, SUBSTANDARD, DOUBTFUL OR LOSS):

    $                                                                                     CRITICISM
                                                                                 
AMOUNT
      CHARGED OFF TO DATE                                                                           

     

    FUTURE
      POTENTIAL CHARGE-OFF                                                                           

     

    PRESENT
      STATUS (Fully explain any increase in outstanding balance; include past due
      status, nonperforming, significant progress or deterioration,
      etc.):

                                                                                                                                             
;            
      

     

    FINANCIAL
      AND/OR COLLATERAL SUPPORT (include brief summary of most current financial
      information, appraised value of collateral and/or estimated value and date
      thereof, bank’s lien position and amount of available equity, if any,
      guarantor(s) info, etc.):

                                                                                                                                             
;             

     

    PROPOSED
      PLAN OF ACTION TO ELIMINATE ASSET CRITICISM(S) AND TIME FRAME FOR ITS
      ACCOMPLISHMENT:

                                                                                                                                             
;             

     

    IDENTIFIED
      SOURCE OF REPAYMENT AND DEFINED REPAYMENT PROGRAM (repayment program should
      coincide with source of repayment):

                                                                                                                                             
;             

     

    Use
      this
      form for reporting each criticized asset that exceeds one million dollars
      ($1,000,000.00) and retain the original in the credit file for review by the
      examiners. Submit your reports quarterly
      until
      notified otherwise, in writing, by the Assistant Deputy
      Comptroller.