EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
                                    AGREEMENT

This Agreement, made and entered into this 28th day of December, 1998,
by and between Greater Rome Bank, a Bank organized and existing under the laws
of the State of Georgia, hereinafter referred to as "the Bank", and Thomas D.
Caldwell, III, a Key Employee and the Executive of the Bank, hereinafter
referred to as "the Executive".

The Executive has been in the employ of the Bank for several years and
has now and for years past faithfully served the Bank. It is the consensus of
the Board of Directors of the Bank (the Board) that the Executive's services
have been of exceptional merit, in excess of the compensation paid and an
invaluable contribution to the profits and position of the Bank in its field of
activity. The Board further believes that the Executive's experience, knowledge
of corporate affairs, reputation and industry contacts are of such value and his
continued services are so essential to the Bank's future growth and profits that
it would suffer severe financial loss should the Executive terminate his
services.

Accordingly, it is the desire of the Bank and the Executive to enter
into this Agreement under which the Bank will agree to make certain payments to
the Executive upon the Executive's retirement and, alternatively, to the
Executive's beneficiary(ies) in the event of the Executive's death.

It is the intent of the parties hereto that this Agreement be
considered an arrangement maintained primarily to provide supplemental
retirement benefits for the Executive, as a member of a select group of
management or highly-compensated employees of the Bank for purposes of the
Employee Retirement Security Act of 1974 (ERISA). The Executive is fully advised
of the Bank's financial status and has had substantial input in the decision and
operation of this benefit plan.

Therefore, in consideration of the Executive's services performed in
the past and those to be performed in the future and based upon the mutual
promises and covenants herein contained, the Bank and the Executive, agree as
follows:

                                       1
<PAGE>


I.   DEFINITIONS

     A.   Effective Date: 
          ---------------

     The Effective Date of this Agreement shall be December 28, 1998.

     B.   Plan Year:  
          ----------
     Any  reference to "Plan Year" shall mean a calendar  year from January 1 to
     December 31. In the year of implementation, the term "Plan Year" shall mean
     the  period  from  the  effective  date to  December  31 of the year of the
     effective date.

     C.   Retirement  Date:  
          -----------------
     Retirement  Date shall mean  retirement  from  service  with the Bank which
     becomes  effective on the first day of the  calendar  month  following  the
     month in which the Executive  reaches the  Executive's  sixty-fifth  (65th)
     birthday or such later date as the Executive may actually retire.

     D.   Termination  of Service:  
          ------------------------
     Termination of Service shall mean  voluntary  resignation of service by the
     Executive or the Bank's  discharge of the Executive  without cause ("cause"
     defined  in  Subparagraph  III  (E)  hereinafter),   prior  to  the  Normal
     Retirement Age (described in Subparagraph I (J) hereinafter).

     E.   Pre-Retirement  Account: 
          ------------------------
     A  Pre-Retirement  Account  shall be  established  as a  liability  reserve
     account on the books of the Bank for the benefit of the Executive. Prior to
     the Executive's Retirement Date [Subparagraph I (C)] such liability reserve
     account shall be increased or decreased each Plan Year  (including the Plan
     Year in which the Executive ceases to be employed by the Bank) by an amount
     equal to the annual  earnings or loss for that Plan Year  determined by the
     Index (described in Subparagraph I (G) hereinafter), less the Cost of Funds
     Expense for that Plan Year (described in  Subparagraph I (H)  hereinafter),
     divided by a factor equal to 1.0 minus the marginal tax rate.
         
     F.   Index  Retirement  Benefit:  
          ---------------------------
     The Index Retirement  Benefit for the Executive for any year shall be equal
     to the  excess of the  annual  earnings  (if any)  determined  by the Index
     [Subparagraph  I (G)] for that  Plan  Year  less the Cost of Funds  Expense
     [Subparagraph  I (H)] for that Plan Year,  divided by a factor equal to 1.0
     minus the marginal tax rate.

                                       2
<PAGE>

     G.   Index:
          ------

     The Index for any Plan Year shall be the aggregate  annual after-tax income
     from the life insurance contracts described  hereinafter as defined by FASB
     Technical  Bulletin 85-4.  This Index shall be applied as if such insurance
     contracts were purchased on the effective date hereof.
     
     Insurance Company:                       Alexander Hamilton Life Insurance
     Policy Form:                             Flexible Premium Adjustable Life
     Policy Name:                             Executive Security Plan IV
     Insured's Age and Sex:                   45, Male
     Riders:                                  None
     Ratings:                                 None
     Option:                                  Level Death Benefit
     Face Amount:                             $1,012,000
     Premiums Paid:                           $350,000
     Number of Premium Payments:              One
     Assumed Purchase Date:                   December 28, 1998

     Insurance Company:                       Southland Life Insurance
     Policy Form:                             Flexible Premium Adjustable Life
     Policy Name:                             Max UL
     Insured's Age and Sex:                   45, Male
     Riders:                                  None
     Ratings:                                 None
     Option:                                  Level Death Benefit,
     Face Amount:                             $1,141,649
     Premiums Paid:                           $350,000
     Number of Premium Payments:              One
     Assumed Purchase Date:                   January 19, 1999

     If such contracts of life insurance are actually purchased by the Bank then
     the actual  policies as of the dates they were  purchased  shall be used in
     calculations under this Agreement.  If such contracts of life insurance are
     not  purchased or are  subsequently  surrendered  or lapsed,  then the Bank
     shall receive annual policy  illustrations that assume the  above-described
     policies were purchased from the above named insurance  company(ies) on the
     Effective  Date from  which the  increase  in policy  value will be used to
     calculate the amount of the Index.

     In either case,  references to the life  insurance  contract are merely for
     purposes of  calculating a benefit.  The Bank has no obligation to purchase
     such life  insurance and, if purchased,  the Executive and the  Executive's
     beneficiary(ies)  shall have no ownership interest in such policy and shall
     always have no greater  interest in the 

                                       3
<PAGE>

     benefits under this Agreement than that of an unsecured general creditor of
     the Bank.

     H.   Cost of Funds Expense:  
          ----------------------
     The Cost of Funds  Expense for any Plan Year shall be  calculated by taking
     the sum of the  amount  of  premiums  set  forth  in the  Indexed  policies
     described  above  plus the  amount of any  after-tax  benefits  paid to the
     Executive  pursuant to this Agreement  (Paragraph III hereinafter) plus the
     amount  of all  previous  years  after-tax  Costs  of  Funds  Expense,  and
     multiplying that sum by the average after-tax cost of funds percentage rate
     as  calculated  from the Bank's third quarter Call Report for the Plan Year
     as filed with the Federal Reserve.
     I.   Change  of  Control:
          --------------------
     Change of Control shall be deemed to be any consummated transaction wherein
     twenty-five  percent  (25%)  of the  shares  of the Bank  are  directly  or
     indirectly  transferred by sale, gift, merger,  exchange or any other means
     to new owners other than an Affiliate of such person or entity transferring
     such  shares,  or if a majority of the members of the Board of Directors of
     the Bank are replaced within any twelve month period.
         
     J.   Normal  Retirement Age:
          -----------------------
     Normal  Retirement  Age shall mean the date on which the Executive  attains
     age sixty-five (65).

     K.   Disability:  
          -----------
     Disability  shall mean a physical or mental  condition  that  prevents  the
     performance of  substantially  all of the  Executive's  duties,  as defined
     hereinafter,  for a period of ninety (90)  consecutive  days.  Duties under
     this  paragraph  are  defined  as those  duties  set forth in that  certain
     Employment  Agreement dated  September 1, 1997,  between Greater Rome Bank,
     Greater Rome Banshares, Inc., and Thomas D. Caldwell, III, and contained in
     both paragraph 2 and Exhibit "A" to said Agreement.

II.  EMPLOYMENT

     No  provision  of this  Agreement  shall be deemed to restrict or limit any
     existing  employment  agreement by and between the Bank and the  Executive,
     nor shall any conditions  herein create specific  employment  rights to the
     Executive  nor limit the right of the Employer to discharge  the  Executive
     with or without cause. In a similar  fashion,  no provision shall limit the
     Executive's rights to voluntarily sever his employment at any time.

                                       4
<PAGE>

III  INDEX BENEFITS

     The  following  benefits  provided by the Bank to the  Executive are in the
     nature of a fringe benefit and shall in no event be construed to effect nor
     limit the Executive's current or prospective salary increases, cash bonuses
     or profit-sharing distributions or credits.

     A.   Retirement Benefits:  
          --------------------
     Should the  Executive  continue to be  employed  by the Bank until  "Normal
     Retirement  Age"  defined in  Subparagraph  I (J), the  Executive  shall be
     entitled to receive the balance in his  Pre-Retirement  Account [as defined
     in  Subparagraph  I (E)] in ten (10) equal annual  installments  commencing
     thirty (30) days following the Executive's  Retirement Date. In addition to
     these  payments,  commencing  thirty (30) days  following  the  Executive's
     Retirement Date, the Index Retirement  Benefit (as (defined in Subparagraph
     I (F)  above)  for each  year  shall  be paid to the  Executive  until  the
     Executive's death.

     B.   Termination of Service:  
          -----------------------
     Subject to Subparagraph III (E) hereinafter,  should the Executive suffer a
     Termination of Service [defined in Subparagraph I (D)], the Executive shall
     be entitled to receive  twenty percent (20%) times the number of full years
     the Executive has served the Bank from the effective date of this agreement
     (to a maximum of 100%),  times the  balance in the  Pre-Retirement  Account
     paid over ten (10)  years in equal  installments  commencing  at the Normal
     Retirement  Age  [Subparagraph  I (J)].  In addition to these  payments and
     commencing  thirty (30) days following the  Executive's  Normal  Retirement
     Age,  twenty percent (20%) times the number of full years the Executive has
     served the Bank from the effective  date of this agreement (to a maximum of
     100%),  times the Index  Retirement  benefit for each year shall be paid to
     the Executive until the Executive's death.

     C.   Disability  Benefit:  
          --------------------
     In the event the Executive becomes  disabled,  as defined in Subparagraph I
     (K) above, prior to Termination of Service, and the Executive's  employment
     is  terminated  because  of such  disability,  he shall  immediately  begin
     receiving the benefits in  Subparagraph  III (A) above.  Such benefit shall
     begin without  regard to the  Executive's  Normal  Retirement  Date and the
     Executive  shall be one hundred percent (100%) vested in the entire benefit
     amount.  If there is a dispute regarding whether the Executive is disabled,
     such dispute shall be resolved by a physician selected by the Bank and such
     resolution shall be binding upon all parties to this Agreement.

                                       5
<PAGE>

     D.   Death:
          ------
     (i)  Should the Executive die prior to having  received the full balance of
          the Pre-Retirement  Account,  the unpaid balance of the Pre-Retirement
          Account shall be paid in a lump sum to the beneficiary selected by the
          Executive and filed with the Bank; and

     (ii) When the Executive  dies,  in addition to the payment the  Executive's
          designated  beneficiary may receive described  III(D)(i)  hereinabove,
          the  Executive's  designated  beneficiary  shall  receive an amount of
          money equal to what the  Executive's  Index  Retirement  Benefit would
          have been had the Executive  received ten (10) annual Index Retirement
          Benefit payments after death, or had the Executive lived until age 85,
          whichever amount is greater.  This benefit shall be paid in the amount
          and  at the  times  the  Executive  would  have  received  said  Index
          Retirement Benefits; and

     (iii)In  any  event,  in  the  absence  of  or a  failure  to  designate  a
          beneficiary,  the  amounts  described  herein  shall  be  paid  to the
          personal representative of the Executive's estate.

     No other death benefit shall be payable under this Agreement.

     E.   Discharge for Cause:
          --------------------
     Should the Executive be discharged for cause as defined herein at any time,
     all benefits under this Agreement shall be forfeited.  As used herein,  the
     term "for cause" shall mean:

     1.   A material breach of the terms of the Agreement  between the Executive
          and Greater Rome Bank and Greater Rome Banshares, Inc. dated September
          1, 1997,  including,  without limitation,  failure by the Executive to
          perform  his  duties  and  responsibilities  in the  manner and to the
          extent required under said Agreement or a breach of any representation
          or warranty of the Executive set forth in said Agreement which remains
          uncured  after the  expiration  of thirty  (30)  days  following,  the
          delivery of written notice of such breach to the Executive;

     2.   Conduct by the Executive that amounts to fraud, dishonesty, or willful
          misconduct in the performance of his duties and responsibilities under
          said Agreement, or conduct involving moral turpitude;

     3.   The conviction of the Executive of a felony;

     4.   Conduct  by  the   Executive   that   amounts  to  gross  and  willful
          insubordination  or  inattention  to his duties  and  responsibilities
          under said  Agreement  which 

                                       6
<PAGE>

          remains uncured  after the  expiration  of thirty (30) days  following
          the delivery of written notice of such breach to the Executive; or

     5.   Conduct by the Executive  that results in removal from his position as
          an officer or employee of Greater Rome Bank or Greater Rome Banshares,
          Inc.  pursuant  to a  written  order  by any  regulatory  agency  with
          authority or jurisdiction over the Executive.


IV.  RESTRICTIONS UPON FUNDING

     The Bank shall have no obligation to set aside, earmark or entrust any fund
     or money  with  which to pay its  obligations  under  this  Agreement.  The
     Executive, the Executive's beneficiary(ies) or any successor in interest to
     the Executive shall be and remain simply a general  creditor of the Bank in
     the same manner as any other  creditor  having a general  claim for matured
     and unpaid compensation.

     The Bank reserves the absolute  right,  at its sole  discretion,  to either
     fund the  obligations  undertaken  by this  Agreement  or to  refrain  from
     funding  the same and to  determine  the exact  nature  and  method of such
     funding. Should the Bank elect to fund this Agreement, in whole or in part,
     through the purchase of life insurance,  mutual funds,  disability policies
     or annuities, the Bank reserves the absolute right, in its sole discretion,
     to  terminate  such  funding at any time,  in whole or in part.  At no time
     shall the Executive be deemed to have any lien or right,  title or interest
     in or to any specific  funding  investment or to any assets of the Bank. 

     If the Bank  elects to invest in a life  insurance,  disability  or annuity
     policy upon the life of the Executive,  then the Executive shall assist the
     Bank by freely  submitting to a physical exam and supplying such additional
     information necessary to obtain such insurance or annuities.

V.   CHANGE OF CONTROL

     Upon a Change of Control (as defined in Subparagraph I (1) herein),  if the
     Executive's employment is subsequently  terminated,  except for cause, then
     the Executive  shall receive the benefits  promised in this  Agreement upon
     attaining Normal  Retirement Age, as if the Executive had been continuously
     employed  by the Bank until the  Executive's  Normal  Retirement  Age.  The
     Executive will also remain eligible for all promised death benefits in this
     Agreement.  In addition, no sale, merger or consolidation of the Bank shall
     take place unless the new or surviving  entity  expressly  acknowledges the
     obligations under this Agreement and agrees to abide by its terms.

                                       7
<PAGE>

VI.  MISCELLANEOUS

     A.   Alienability and Assignment Prohibition:
          ----------------------------------------
     Neither the Executive,  his/her  surviving spouse nor any other beneficiary
     under this  Agreement  shall have any power or right to  transfer,  assign,
     anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in
     advance  any of the  benefits  payable  hereunder  nor  shall  any of  said
     benefits  be subject to seizure  for the  payment of any debts,  judgments,
     alimony or separate  maintenance  owed by the Executive or the  Executive's
     beneficiary(ies),  nor be  transferable by operation of law in the event of
     bankruptcy,  insolvency  or  otherwise.  In the event the  Executive or any
     beneficiary attempts assignment,  commutation,  hypothecation,  transfer or
     disposal of the benefits hereunder,  the Bank's liabilities shall forthwith
     cease and terminate.

     B.   Binding Obligation of Bank and any Successor in Interest:
          ---------------------------------------------------------
     The Bank expressly  agrees that it shall not merge or  consolidate  into or
     with another bank or sell  substantially all of its assets to another bank,
     firm or person  until  such  bank,  firm or  person  expressly  agrees,  in
     writing,  to assume and  discharge the duties and  obligations  of the Bank
     under this  Agreement.  This  Agreement  shall be binding  upon the parties
     hereto,   their   successors,    beneficiary(ies),   heirs   and   personal
     representatives.

     C.   Revocation:
          -----------
     It is agreed by and between the parties hereto that, during the lifetime of
     the  Executive,  this  Agreement  may be  amended or revoked at any time or
     times,  in whole or in part, by the mutual  written assent of the Executive
     and the Bank.

     D.   Gender:
          -------
     Whenever  in this  Agreement  words  are used in the  masculine  or  neuter
     gender,  they shall be read and construed as in the masculine,  feminine or
     neuter gender, whenever they should so apply.

     E.   Effect on Other Bank Benefit Plans:
          -----------------------------------
     Nothing contained in this Agreement shall affect the right of the Executive
     to participate in or be covered by any qualified or non-qualified  pension,
     profit-sharing,  group, bonus or other supplemental  compensation or fringe
     benefit  plan  constituting  a  part  of  the  Bank's  existing  or  future
     compensation structure.

                                       8
<PAGE>

     F.   Headings:
          ---------
     Headings and  subheadings  in this Agreement are inserted for reference and
     convenience only and shall not be deemed a part of this Agreement.

     G.   Applicable Law:
          ---------------
     The validity and  interpretation of this Agreement shall be governed by the
     laws of the State of Georgia.

VII. ERISA PROVISION

     A.   Named Fiduciary and Plan Administrator:
          ---------------------------------------
     The "Named Fiduciary and Plan  Administrator" of this Plan shall be Greater
     Rome  Bank  until  its  removal  by  the  Board.  As  Named  Fiduciary  and
     Administrator,  the Bank shall be responsible for the  management,  control
     and  administration  of the Salary  Continuation  Agreement as  established
     herein.  The Named  Fiduciary may delegate to others certain aspects of the
     management  and  operation  responsibilities  of  the  plan  including  the
     employment  of  advisors  and  the  delegation  of  ministerial  duties  to
     qualified individuals.

     B.   Claims Procedure and Arbitration:
          ---------------------------------
     In the event a dispute  arises  over  benefits  under  this  Agreement  and
     benefits are not paid to the Executive (or to his  beneficiary  in the case
     of the  Executive's  death) and such  claimants  feel they are  entitled to
     receive  such  benefits,  then a  written  claim  must be made to the  Plan
     Administrator  named above within  ninety (90) days from the date  payments
     are refused.  The Plan Administrator  shall review the written claim and if
     the claim is denied,  in whole or in part,  they  shall  provide in writing
     within ninety (90) days of receipt of such claim their specific reasons for
     such denial,  reference to the  provisions of this Agreement upon which the
     denial is based and any  additional  material or  information  necessary to
     perfect  the  claim.   Such  written  notice  shall  further  indicate  the
     additional  steps to be taken by claimants if a further review of the claim
     denial is desired. A claim shall be deemed denied if the Plan Administrator
     falls to take any action within the aforesaid ninety-day period.

     If   claimants   desire  a  second   review  they  shall  notify  the  Plan
     Administrator in writing within ninety (90) days of the first claim denial.
     Claimants may review this Agreement or any documents  relating  thereto and
     submit any written  issues and comments they may feel  appropriate.  In its
     sole discretion,  the Plan Administrator shall then review the second claim
     and provide a written  decision  within ninety (90) days of receipt of such
     claim.  This decision  shall  likewise  state the specific  reasons for the
     decision  and  shall  include  reference  to  specific  provisions  of this
     Agreement upon which the decision is based.

                                       9
<PAGE>

     If claimants  continue to dispute the benefit  denial based upon  completed
     performance  of this  Agreement  or the meaning and effect of the terms and
     conditions  thereof,  then  claimants  may submit the dispute to a Board of
     Arbitration for final  arbitration.  Said Board shall consist of one member
     selected by the claimant,  one member  selected by the Bank,  and the third
     member selected by the first two members. The Board shall operate under any
     generally  recognized  set of arbitration  rules.  The parties hereto agree
     that they and their heirs, personal representatives, successors and assigns
     shall  be  bound  by  the  decision  of  such  Board  with  respect  to any
     controversy properly submitted to it for determination.

     Where a dispute  arises as to the Bank's  discharge of the  Executive  "for
     cause",  such dispute shall  likewise be submitted to  arbitration as above
     described  and  the  parties  hereto  agree  to be  bound  by the  decision
     thereunder.

     IN WITNESS WHEREOF,  the parties hereto acknowledge that each has carefully
read  this  Agreement  and  executed  the  original  thereof  on the  3rd day of
February, 1999 and that, upon execution, each has received a conforming, copy.

                                    GREATER ROME BANK



/s/ Robert L. Berry                 By: /s/ Bradford Lee Riddle, Vice Chairman
-------------------                     --------------------------------------
Witness



/s/ Robert L. Berry                    /s/ Thomas D. Caldwell, III 
-------------------                    ---------------------------
Witness                                Thomas D. Caldwell, III