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                                                                 EXHIBIT 10.09


                              EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                              FAYETTE COUNTY BANK

                                      AND

                               MALCOLM R. GODWIN


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                               TABLE OF CONTENTS

<TABLE>
<S>         <C>                                                                                                  <C>
Section 1.  Definitions...........................................................................................1


Section 2.  Employment............................................................................................4


Section 3.  Title.................................................................................................4


Section 4.  Compensation and Benefits; Disability.................................................................4


Section 5.  Expenses..............................................................................................5


Section 6.  Termination...........................................................................................5


Section 7.  Confidential Information and Related Matters..........................................................9


Section 8.  Key-Man Life Insurance...............................................................................11


Section 9.  Notices..............................................................................................11


Section 10.  Miscellaneous.......................................................................................12
</TABLE>

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                              EMPLOYMENT AGREEMENT


                  This EMPLOYMENT AGREEMENT (this "Agreement") dated as of
February 21, 1996, by and between Fayette County Bank, a Georgia banking
corporation (the "Employer"), and Malcolm R. Godwin (the "Executive").


                              W I T N E S S E T H:

                  WHEREAS, the Employer presently employs the Executive as the
Executive Vice President of the Employer pursuant to the terms of this
Agreement; and

                  WHEREAS, the Executive desires to be employed by the Employer
pursuant to this Agreement; and

                  WHEREAS, both parties hereto acknowledge that the services to
be performed by the Executive under this Agreement shall require a high degree
of diligence, creativity and responsiveness appropriate to the Employer's
business intentions;

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and intending to be legally bound hereby, the
Employer and the Executive hereby agree as follows:

                  Section 1. Definitions.  For the purpose of this Agreement,
the terms used as headings in this Section 1, and parenthetically defined
elsewhere in this Agreement, shall have the indicated meanings.

                  1.1      Adequate Justification. The occurrence after a
Change in Control of any of the following events or conditions: (i) a material
failure of the Employer to comply with the terms of this Agreement; (ii) any
relocation of the Executive outside the Territory, as amended from time to
time, that is not approved by the Board of Directors; or (iii) other than as
provided for herein, any substantial diminution in the Executive's authority or
the Executive's responsibilities that is not approved by the Board of
Directors.

                  1.2      Affiliate. Any business entity controlled by,
controlling or under common control with the Employer.

                  1.3      Board of Directors. The Board of Directors of the
Employer.

                  1.4      Business. The operation of a depository financial
institution, including, without limitation, the solicitation and acceptance of
deposits of money and commercial paper, the solicitation and funding of loans
and the provision of other banking services, and any other related business
engaged in by the Employer or any of its Affiliates as of the date of
termination.
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                  1.5      Cause. As defined in Section 6.3(a)(iii).

                  1.6      CEO. Chief Executive Officer of the Employer.

                  1.7      Change in Control. The occurrence during the Term of
any of the following events, unless such event is as a result of a Non-Control
Transaction:

                  (a)(_)   The individuals who, as of the date of this
                           Agreement, are members of the Board of Directors of
                           the Employer (the "Incumbent Board") cease for any
                           reason to constitute at least two-thirds of the
                           Board of Directors of the Employer; provided,
                           however, that if the election, or nomination for
                           election by the Employer's shareholders, of any new
                           director was approved in advance by a vote of at
                           least two-thirds of the Incumbent Board, such new
                           director shall, for purposes of this Agreement, be
                           considered as a member of the Incumbent Board;
                           provided, further, that no individual shall be
                           considered a member of the Incumbent Board if such
                           individual initially assumed office as a result of
                           either an actual or threatened "Election Contest"
                           (as described in Rule 14a-11 promulgated under the
                           Securities Exchange Act of 1934 (the "Exchange
                           Act"), or other actual or threatened solicitation of
                           proxies or consents by or on behalf of any person
                           other than the Board of Directors of the Employer (a
                           "Proxy Contest"), including by reason of any
                           agreement intended to avoid or settle any Election
                           Contest or Proxy Contest.

                  (b)(_)   An acquisition (other than directly from the
                           Employer) of any voting securities of the Employer
                           (the "Voting Securities") by any "Person" (as the
                           term "person" is used for purposes of Section 13(d)
                           or 14(d) of the Exchange Act) immediately after
                           which such Person has "Beneficial Ownership" (within
                           the meaning of Rule 13d-3 promulgated under the
                           Exchange Act) of 20% or more of the combined voting
                           power of the Employer's then outstanding Voting
                           Securities; provided, however, that in determining
                           whether a Change in Control has occurred, Voting
                           Securities which are acquired in a Non-Control
                           Acquisition shall not constitute an acquisition
                           which would cause a Change in Control.

                  (_)(c)   Approval by the shareholders of the Employer of: (i)
                           a merger, consolidation, or reorganization involving
                           the Employer; (ii) a complete liquidation or
                           dissolution of the Employer; or (iii) an agreement
                           for the sale or other disposition of all or
                           substantially all of the assets of the Employer to
                           any Person (other than a transfer to a Subsidiary).

                  (d)      A notice of an application is filed with the Federal
                           Reserve Board (the "FRB") pursuant to Regulation "Y"
                           of the FRB under the Change in Bank Control Act or
                           the Bank Holding Company Act or otherwise for
                           permission to acquire control of the Employer or any
                           of its banking subsidiaries.



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                  1.8      COBRA. The Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended.

                  1.9      Competing Business.  Any business that, in whole or
in part, is the same or substantially the same as the Business.

                  1.10     Confidential Business Information. Any non-public
information of a competitively sensitive or personal nature, other than Trade
Secrets, acquired by the Executive, directly or indirectly, in connection with
the Executive's employment (including his employment with the Employer prior to
the date of this Agreement), including (without limitation) oral and written
information concerning the Employer or its Affiliates relating to financial
position and results of operations (revenues, margins, assets, net income,
etc.), annual and long-range business plans, marketing plans and methods,
account invoices, oral or written customer information, and personnel
information. Confidential Business Information also includes information
recorded in manuals, memoranda, projections, minutes, plans, computer programs,
and records, whether or not legended or otherwise identified by the Employer
and its Affiliates as Confidential Business Information, as well as information
which is the subject of meetings and discussions and not so recorded; provided,
however, that Confidential Business Information shall not include information
that is generally available to the public, other than as a result of
disclosure, directly or indirectly, by the Executive, or was available to the
Executive on a non-confidential basis prior to its disclosure to the Executive.

                  1.11     Non-Control Acquisition. An acquisition by (a) an
employee benefit plan (or a trust forming a part thereof) maintained by (i) the
Employer or (ii) any corporation or other Person of which a majority of its
voting power or its equity securities or equity interest is owned directly or
indirectly by the Employer (a "Subsidiary"); (b) the Employer or any
Subsidiary; or (c) any person in connection with a Non-Control Transaction.

                  1.12     Non-Control Transaction.  A transaction described in
clauses (a) and (b) below:

                  (a)      the shareholders of the Employer, immediately before
                           such merger, consolidation or reorganization, own,
                           directly or indirectly, immediately following such
                           merger, consolidation or reorganization, at least
                           50% of the combined voting power of the outstanding
                           voting securities of the corporation resulting from
                           such merger, consolidation or reorganization (the
                           "Surviving Corporation") in substantially the same
                           proportion as their ownership of the Voting
                           Securities immediately before such merger,
                           consolidation or reorganization; and

                  (b)      immediately following such merger, consolidation or
                           reorganization, the number of directors on the board
                           of directors of the Surviving Corporation who were
                           members of the Incumbent Board shall at least equal
                           the number



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                           of directors who were affiliated with or appointed
                           by the other party to the merger, consolidation or
                           reorganization.

                  1.13     Term. As defined in Section 6.1.

                  1.14     Territory. A radius of ten miles from (i) the main
office of the Employer or (ii) any branch office of the Employer.

                  1.15     Trade Secret. Any information, including, but not
limited to, technical or non-technical data, a formula, a pattern, a
compilation, a program, a plan, a device, a method, a technique, a drawing, a
process, financial data, financial plans, product plans, or a list of actual or
potential customers or suppliers, which: (a) derives economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use; and (b) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.

                  Section 2. Employment. (a) The Employer hereby employs the
Executive to serve in the positions described in Section 3 below during the
term of this Agreement and to perform those acts and duties for, and to furnish
services to, the Employer and its Affiliates as may be designated from time to
time by the Board of Directors. The Executive hereby accepts such employment.
The Executive will have such executive or managerial duties as the Board of
Directors shall direct from time to time, as specifies in the Employer's
Bylaws, as amended from time to time, or as the Board of Directors shall direct
from time to time. In the performance of his duties hereunder, the Executive
shall comply with all laws, rules and regulations which may be applicable to
the Employer from time to time.

                         (b) The Executive shall use his best and most diligent
efforts to promote the interests of the Employer and its Affiliates and shall
devote his full business time and attention to his employment under this
Agreement. The Executive may devote a reasonable amount of time to serve as a
director or advisor to charitable and community activities and to managing his
personal investments; provided, however, that such activities and investments
do not materially interfere with the performance of his duties hereunder and
are not in conflict or competitive with, or adverse to, the interests of the
Employer and its Affiliates.

                  Section 3. Title. The Executive shall hold the title of
Executive Vice President of the Employer.

                  Section 4. Compensation and Benefits; Disability.

                  4.1     Compensation. The Employer shall pay the Executive a
salary at a rate of not less than $90,000 per annum in accordance with the
salary payment practices of the Employer. The Board of Directors shall
determine, in its sole discretion, with the Executive abstaining from
participating in the consideration of and vote on the matter, whether a salary
increase for the Executive is merited based upon annual performance and a cost
of living review.
                  4.2     Bonus. The Executive shall be eligible to receive a
cash bonus in an



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amount determined by the Board of Directors, with the Executive abstaining from
participating in the consideration of and vote on the matter, based on such
intangible criteria as the Board of Directors shall establish.

                  4.3      Other Benefits. During the term of this Agreement,
the Employer shall provide the Executive with all life insurance, dental and
health insurance, disability insurance, retirement benefits, and such other
benefits or plans as are generally afforded other personnel of the Employer. In
addition, the Employer shall pay the Executive's dues pertaining to the Cannon
Gate Club in Palmetto, Georgia.

                  4.4      Vacation. The Executive may take four weeks paid
vacation per year through the third year of this Agreement.

                  Section 5. Expenses. Pursuant to the Employer's customary
policies in force at the time of payment, the Executive shall be promptly
reimbursed, against presentation of vouchers or receipts therefor, for all
authorized expenses properly and reasonably incurred by him on behalf of the
Employer or its Affiliates in the performance of his duties hereunder.

                  Section 6. Termination.

                  6.1      Term. The Executive's employment hereunder shall be
for a term commencing on the date hereof and ending on the third anniversary of
this Agreement (the "Term"), unless further extended or sooner terminated as
provided below.

                  6.2      Extension of Term. On the last day of this
Agreement, the term of the Executive's employment shall be automatically
extended for one additional three-year term without further action by the
parties unless, prior to the last day of this Agreement, either party shall
serve 30 days written notice upon the other of its intention that this
Agreement shall not be so extended; provided, that if Employer does not renew
this Agreement for an additional three-year term pursuant to this Section 6.2,
the Employer shall pay the Executive severance compensation in an amount equal
to 100% of his then current monthly base salary each month for a period ending
six months from the last day of this Agreement.

                  6.3      Termination. (a) Notwithstanding the provisions of
Section 6.1 or Section 6.2, Executive's employment hereunder shall terminate
upon the occurrence of any of the following events:

                    (i)    The death of the Executive, in which event such
                           employment shall terminate automatically;

                   (ii)    The disability of the Executive, which renders him
                           unable to perform the essential functions of his
                           job, and for which reasonable accommodation is
                           unavailable. For purposes of this Agreement, a
                           "disability" is defined as a physical or mental
                           impairment that substantially limits one or more
                           major life activities; and a "reasonable
                           accommodation" is one that does not



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                           impose an undue hardship on the Employer. The
                           Executive acknowledges that the position of CEO and
                           President is one that requires the full time and
                           energy of the Executive and that any accommodation
                           based on part-time employment would pose an undue
                           hardship on the Employer; or

                  (iii)    Upon the determination of Cause for termination, in
                           which event such employment may be terminated by
                           written notice at the election of the Employer. For
                           purposes of this Agreement, "Cause" shall consist of
                           any of (A) the commission by the Executive of a
                           willful act (including, without limitation, a
                           dishonest or fraudulent act) or a grossly negligent
                           act, or the willful or grossly negligent omission to
                           act by the Executive, which is intended to cause,
                           causes or is reasonably likely to cause material
                           harm to the Employer (including harm to its business
                           reputation), (B) the indictment of the Executive for
                           the commission or perpetration by the Executive of
                           any felony or any crime involving dishonesty, moral
                           turpitude or fraud, (C) the material breach by the
                           Executive of this Agreement that, if susceptible of
                           cure, remains uncured ten days following written
                           notice to the Executive of such breach, (D) the
                           receipt of any form of notice, written or otherwise,
                           that any regulatory agency having jurisdiction over
                           the Employer intends to institute any form of formal
                           or informal (e.g., a memorandum of understanding
                           which relates to the Executive's performance)
                           regulatory action against the Executive or the
                           Employer or the Employer (provided, that the Board
                           of Directors determines in good faith, with the
                           Executive abstaining from participating in the
                           consideration of and vote on the matter, that the
                           subject matter of such action involves acts or
                           omissions by or under the supervision of the
                           Executive or that termination of the Executive would
                           materially advance the Employer's compliance with
                           the purpose of the action or would materially assist
                           the Employer in avoiding or reducing the
                           restrictions or adverse effects to the Employer
                           related to the regulatory action); (E) the Executive
                           exhibits a standard of behavior within the scope of
                           his employment that is materially disruptive to the
                           orderly conduct of the Employer's business
                           operations (including, without limitation, substance
                           abuse or sexual misconduct) to a level which, in the
                           Board of Directors' good faith and reasonable
                           judgment, with the Executive abstaining from
                           participating in the consideration of and vote on
                           the matter, is materially detrimental to the
                           Employer's best interest, that, if susceptible of
                           cure remains uncured ten days following written
                           notice to the Executive of such specific
                           inappropriate behavior; or (F) as provided in
                           Section 2(b), the failure of the Executive to devote
                           his full business time and attention to his
                           employment under this Agreement that, if susceptible
                           of cure, remains uncured 30 days following written
                           notice to the Executive of such failure.

                  (b)      If the Executive's employment is terminated by the
Employer pursuant to Section 6.3(a)(i), the Executive's estate shall receive
any sums due him as base salary and/or



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reimbursement of expenses through the end of the month during which death
occurred, plus a pro rata share of any bonus under Section 4.2 if otherwise
payable with respect to the fiscal year during which the Executive died which
was earned as of the date of the Executive's death as a result of the Employer
achieving the goals determined by the Board of Directors.

                  (c)      In the event of the physical or mental incapacity of
the Executive which, if continued for a sufficient period, would provide the
Employer with grounds for termination of the Executive's employment under
Section 6.3(a)(ii), the Employer shall continue to pay the Executive his full
base salary at the rate then in effect under Section 4.1 and all prerequisites
and other benefits (other than any bonus under Section 4.2) until the Executive
becomes eligible for benefits under any long-term disability plan or insurance
program maintained by the Employer, after which the Executive shall be entitled
to receive 50% of his base salary then in effect under Section 4.1, and all
prerequisites and other benefits (other than any bonus under Section 4.2),
until the earlier of (i) the Executive's death; (ii) the Executive's return to
full employment status with the Employer; or (iii) the second anniversary of
such incapacity. Furthermore, the Executive shall receive his pro rata share of
any bonus under Section 4.2 which was earned on the date the Executive became
disabled as a result of the Employer achieving the goals determined by the
Board of Directors. Nothing in this Section 6.3(c) shall preclude the Employer
from terminating the Executive's employment under Section 6.3(a)(iii).

                  (d)      If the Executive's employment is terminated for
Cause pursuant to Section 6.3(a)(iii), or if the Executive resigns without
Adequate Justification (except for a termination of employment pursuant to
Section 6.3(f)), the Executive shall receive any sums due him as base salary
and/or reimbursement of expenses through the date of such termination. Adequate
Justification shall only be deemed to have occurred if not cured by the
Employer within ten days following receipt of written notice from the Executive
which specifies with particularity the events which constitute such Adequate
Justification.

                  (e)      If Employer terminates the Executive other than
pursuant to clauses (i), (ii) or (iii) of Section 6.3(a), the Employer shall
pay to the Executive severance compensation in an amount equal to 100% of his
then current monthly base salary each month for a period ending on the earlier
of (if the then applicable Term), the date which is six months from the date of
termination, or the date his total monthly compensation from his new position
equals his monthly base salary under this Agreement at the date of termination.
If and to the extent that the Executive's compensation in his new employment
position is less than his current base salary from the Employer, then the
Executive shall be entitled to a supplement payable monthly in an amount equal
to the difference between the Executive's monthly base salary under this
Agreement at the date of termination of employment and his total monthly
compensation in his new position (as determined by dividing the Executive's
annual compensation from the Executive's new position by 12). If the Employer
terminates the Executive other than pursuant to clauses (i), (ii) or (iii) of
Section 6.3(a) the Employer shall also pay the Executive his pro rata share of
any bonus pursuant to Section 4.2 which was earned as of the date of his
termination by achievement of the goals determined by the Board of Directors.



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                  (f)      After a Change in Control, the Executive may
terminate his employment hereunder for any reason upon delivery of a Notice of
Termination to the Employer within a 90-day period beginning on the 30th day
after any occurrence of a Change in Control or within a 90-day period beginning
on the one year anniversary of the occurrence of a Change in Control. If the
Executive's employment with the Employer is terminated pursuant to this Section
6.3(f), in addition to other rights and remedies available in law or equity,
the Executive shall be entitled to the following: (i) the Employer shall pay
the Executive in cash within 15 days of the such termination date any sums due
him as base salary and/or reimbursement of expenses through the date of such
termination plus a pro rata share of any bonus under Section 4.2 if otherwise
payable with respect to the fiscal year during such termination which was
earned as of the date of termination as a result of the Employer achieving the
goals determined by the Board of Directors; (ii) the Employer shall pay the
Executive in cash within 15 days of such termination date one lump sum payment
in an amount equal to two times the Executive's then current annual base
salary; and (iii) the restrictions on any outstanding incentive awards
(including stock options) granted to the Executive under any incentive plan or
arrangement shall lapse and such incentive award shall become 100% vested, all
stock options and stock appreciation rights granted to the Executive shall
become immediately exercisable and shall become 100% vested, and all stock
options granted to the Executive shall become 100% vested.

                  (g)      With the exceptions of the provisions of Sections
6.3(b), 6.3(c), 6.3(d), 6.3(e), 6.3(f), and 6.3(i) and the express terms of any
benefit plan under which the Executive is a participant, it is agreed that,
upon termination of the Executive's employment, the Employer shall have no
obligation to the Executive for, and the Executive waives and relinquishes, any
further compensation or benefits (exclusive of COBRA benefits). At the time of
termination of employment, the Employer and the Executive shall enter into a
mutually satisfactory form of release acknowledging such remaining obligations
and discharging both parties, as well as the Employer's officers, directors and
employees with respect to their actions for or on behalf of the Employer, from
any other claims or obligations arising out of or in connection with the
Executive's employment by the Employer, including the circumstances of such
termination.

                  (h)      In the event that the Executive's employment is
terminated for any reason, the Executive shall (and does hereby) tender his
resignation as a director of the Employer and its Affiliates effective as of
the date of termination.

                  (i)      The parties intend that the severance payments and
other compensation provided for herein are reasonable compensation for the
Executive's services to the Employer and shall not constitute "excess parachute
payments" within the meaning of Section 280G of the Internal Revenue Code of
1986 and any regulations thereunder. In the event that the Employer's
independent accountants acting as auditors for the Employer on the date of a
Change in Control determine that the payments provided for herein constitute
"excess parachute payments," then the compensation payable hereunder shall be
increased, on a tax gross-up basis, so as to reimburse the Executive for the
tax payable by the Executive, pursuant to Section 4999 of the Internal Revenue
Code, on such "excess parachute payments," taking into account all taxes
payable by the Executive with respect to such tax gross-up payments hereunder,
so that the Executive shall be, after payment of all taxes, in the same
financial position as if no taxes under Section 4999 had been imposed upon him.



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                  Section 7. Confidential  Information and Related Matters.

                  7.1      Confidential Information. (_) The Executive agrees
to maintain in strict confidence, and not use or disclose except pursuant to
written instructions from the Employer, any Trade Secret of the Employer and
its Affiliates, for so long as the pertinent data or information remains a
Trade Secret, provided that the obligation to protect the confidentiality of
any such information or data shall not be excused if such information or data
ceases to qualify as a Trade Secret as a result of the acts or omissions of the
Executive.

                  (_)      The Executive agrees to maintain in strict
confidence and, except as necessary to perform his duties for the Employer, not
to use or disclose any Confidential Business Information for a period of two
years following (i) the termination of the Executive, except after a Change in
Control, or (ii) the resignation of the Executive without Adequate
Justification.

                  (_)      Upon termination of employment, the Executive shall
leave with the Employer all business records, contracts, calendars, telephone
lists, rolodexes and other materials or business records relating to the
Employer and its Affiliates, its business or customers, including all physical,
electronic, and computer copies thereof, whether or not the Executive prepared
such materials or records himself. Upon such termination, the Executive shall
retain no copies of any such materials.

                  (_)      The Executive may disclose Trade Secrets or
Confidential Business Information pursuant to any order or legal process
requiring him (in his legal counsel's reasonable opinion) to do so; provided,
however, that the Executive shall first have notified the Employer in writing
of the request or order to so disclose the Trade Secrets or Confidential
Business Information in sufficient time to allow the Employer to seek an
appropriate protective order.

                  7.2      Agreement Not to Compete. Except after a Change in
Control, for a period of (i) six months following the termination of the
Executive for any reason other than pursuant to clauses (i), (ii), or (iii) of
Section 6.3(a), (ii) one year following the resignation of the Executive
without Adequate Justification, or (iii) two years following the termination of
the Executive for Cause pursuant to Section 6.3(a)(iii), the Executive shall
not (without the prior written consent of the Employer) compete with the
Employer or any of its Affiliates by, directly or indirectly, forming, serving
as an organizer, director or officer of, or consultant to, or acquiring or
maintaining more than a 1% passive investment in, a depository financial
institution or holding company therefor if such depository institution or
holding company has one or more offices or branches located in the Territory.
Notwithstanding the foregoing, the Executive may serve as an officer of or
consultant to a depository institution or holding company therefor even though
such institution operates one or more offices or branches in the Territory, if
the Executive's employment does not directly involve, in whole or in part, the
depository financial institution's or holding company's operations in the
Territory.

                  7.3      Agreement Not to Solicit Customers. Except after a
Change in Control, for a period of (i) six months following the termination of
the Executive for any reason other than



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pursuant to clauses (i), (ii), or (iii) of Section 6.3(a), (ii) one year
following the resignation of the Executive without Adequate Justification, or
(iii) two years following the termination of the Executive for Cause pursuant
to Section 6.3(a)(iii), the Executive shall not (except on behalf of or with
the prior written consent of the Employer), either directly or indirectly, on
the Executive's own behalf or in the service or on behalf of others, (A)
solicit, divert, or appropriate to or for a Competing Business, or (B) attempt
to solicit, divert, or appropriate to or for a Competing Business, any person
or entity that was a customer of the Employer or any of its Affiliates on the
date of termination and is located in the Territory.

                  7.4      Agreement Not to Solicit Employees. Except after a
Change in Control, for a period of (i) six months following the termination of
the Executive for any reason other than pursuant to clauses (i), (ii), or (iii)
of Section 6.3(a), (ii) one year following the resignation of the Executive
without Adequate Justification, or (iii) two years following the termination of
the Executive for Cause pursuant to Section 6.3(a)(iii), the Executive will
not, either directly or indirectly, on the Executive's own behalf or in the
service or on behalf of others, (A) solicit, divert, or hire away, or (B)
attempt to solicit, divert, or hire away, to any business located in the
Territory, any employee of or consultant to the Employer or any of its
Affiliates engaged or experienced in the Business, regardless of whether the
employee or consultant is full-time or temporary, the employment or engagement
is pursuant to written agreement, or the employment is for a determined period
or is at will.

                  7.5      Extension of Term of Restrictions. If the Executive
violates any of the restrictions set forth in Sections 7.1 to 7.4 of this
Agreement, the duration of such restriction shall be extended by a number of
days equal to the number of days in which the Executive shall have been
determined to be or shall have admitted to being in violation of such
restriction.

                  7.6      Remedies. The Executive acknowledges and agrees that
great loss and irreparable damage would be suffered by the Employer if the
Executive should breach or violate any of the terms or provisions of the
covenants and agreements set forth in Sections 7.1 to 7.4 of this Agreement.
The Executive further acknowledges and agrees that each of these covenants and
agreements is reasonably necessary to protect and preserve the interests of the
Employer and its Affiliates. The parties agree that money damages for any
breach of Sections 7.1 to 7.4 of this Agreement by the Executive are impossible
to measure, that the Employer is entitled to preliminary and permanent
injunctive relief in the event that the Executive violates any of the terms or
provisions of the covenants set forth in Sections 7.1 to 7.4, and that the
Executive or any of the Executive's affiliates, as the case may be, will, to
the extent permitted by law, waive in any proceeding initiated to enforce such
provisions any claim or defense that an adequate remedy at law exists. The
existence of any claim, demand, action, or cause of action against the
Employer, whether predicated upon this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Employer of any of the covenants
or agreements in this Agreement; provided, however, that nothing in this
Agreement shall be deemed to deny the Executive the right to defend against
this enforcement on the basis that the Employer has no right to its enforcement
under the terms of this Agreement.



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<PAGE>   13


                  7.7      Severability; Reformation. The Executive
acknowledges and agrees that (i) the covenants and agreements contained in
Sections 7.1 to 7.4 of this Agreement are the essence of this Agreement; (ii)
that the Executive has received good, adequate and valuable consideration for
each of these covenants; (iii) each of these covenants is reasonable and
necessary to protect and preserve the interests and properties of the Employer
and the Business; (iv) the Employer, through its Affiliates, is and will be
engaged in and throughout the Territory in the Business; (v) a Competing
Business could be engaged in from any place in the Territory; and (vi) the
Employer has a legitimate business interest in restricting the Executive's
activities throughout the Territory. The Executive also acknowledges and agrees
that (i) irreparable loss and damage will be suffered by the Employer should
the Executive breach any of these covenants and agreements; (ii) each of these
covenants and agreements in Sections 7.1 to 7.4 is separate, distinct and
severable not only from the other covenants and agreements but also from the
remaining provisions of this Agreement; and (iii) the unenforceability of any
covenants or agreements shall not affect the validity or enforceability of any
of the other covenants or agreements or any other provision or provisions of
this Agreement. The Executive acknowledges and agrees that if any of the
provisions of Sections 7.1 to 7.4 of this Agreement shall ever be deemed to
exceed the time, activity, or geographic limitations permitted by applicable
law, then such provisions shall be and hereby are reformed to the maximum time,
activity, or geographical limitations permitted by applicable law.

                  7.8      Modification of Section 7 and Definitions. The
Executive and the Employer hereby agree that they will negotiate in good faith
to amend this Agreement from time to time to modify the terms of this Section
7, the definition of the term "Territory," and the definition of the term
"Business", to reflect changes in the Employer's business and affairs so that
the scope of the limitations placed on the Executive's activities by this
Section 7 accomplishes the parties' intent in relation to the then current
facts and circumstances. Any such amendment shall be effective only when
completed in writing and signed by the Executive and the Employer.

                  Section 8. Key-Man Life Insurance. As a condition precedent
to the effectiveness of this Agreement, the Executive must pass a complete
physical exam and be insurable for $100,000 pursuant to a key-man insurance
policy. For so long as the Executive is Executive Vice President of the
Employer, the Employer shall maintain key-man life insurance on the Executive
in the amount of $100,000, with the proceeds payable to the Employer.

                  Section 9. Notices. All notices and other communications
provided for or permitted hereunder shall be in writing and shall be deemed to
have been duly given if delivered personally or sent by registered or certified
mail (return receipt requested) postage prepaid to the parties at the following
addresses (or at such other address for any party as shall be specified by like
notice, provided that notices of a change of address shall be effective only
upon receipt thereof):

                  (a)      If to Employer:

                           Fayette County Bank
                           300 Peachtree Parkway South
                           Peachtree City, Georgia 30269
                           Attention:  Chairman of the Board



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<PAGE>   14


                           With a copy (which shall not constitute notice) to:

                           Nelson Mullins Riley & Scarborough, L.L.P.
                           400 Colony Square, Suite 2200
                           Atlanta, Georgia 30361
                           Attention:  Glenn W. Sturm, Esq.

                  (b)      If to the Executive, at the last address included on
the Employer's payroll records.

                  Section 10. Miscellaneous.

                  10.1     Representations and Covenants. In order to induce
the Employer to enter into this Agreement, the Executive makes the following
representations and covenants to the Employer and acknowledges that the
Employer is relying upon such representations and covenants:

                  (a)(_)   No restrictive covenants and/or non-compete
                           agreements exist to which the Executive is a party
                           or otherwise bound which will interfere with or in
                           any way impede his ability to perform all of the
                           terms and conditions of this Agreement.

                  (b)      The Executive, during the term of this Agreement,
                           shall use his best efforts to disclose to the Board
                           of Directors by any effective method any bona fide
                           information known by him that would have any
                           material negative impact on the Employer or an
                           Affiliate.

                  10.2     Entire Agreement. This Agreement contains the entire
understanding of the parties as to the subject matter hereof and fully
supersedes all prior oral and written agreements and understandings between the
parties with respect to such subject matter.

                  10.3     Amendment; Waiver. This Agreement may not be
amended, supplemented, canceled or discharged, except by written instrument
executed by the party as to whom enforcement is sought. No failure to exercise,
and no delay in exercising, any right, power or privilege hereunder shall
operate as a waiver thereof. No waiver of any breach of this Agreement shall be
deemed to be a waiver of any preceding or succeeding breach of this Agreement.

                  10.4     Binding Effect; Assignment. The rights and
obligations of this Agreement shall bind and inure to the benefit of the
surviving corporation in any merger or consolidation in which the Employer is a
party, or any assignee of all or substantially all of the Employer's business
and properties. The Executive's rights and obligations under this Agreement may
not be assigned by him, except that his right to receive accrued but unpaid
compensation, unreimbursed expenses and other rights, if any, provided under
this Agreement which survive termination of



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<PAGE>   15

this Agreement shall pass after death to the personal representatives of his
estate.

                  10.5     Headings. The headings contained in this Agreement
(except those in Section 1) are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.

                  10.6     Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original.

                  10.7     Governing Law. This Agreement has been executed and
delivered in the State of Georgia, and its validity, interpretation,
performance and enforcement shall be governed by the internal laws but not the
conflicts of law rules of such State.

                  10.8     Further Assurances. Each party agrees at any time,
and from time to time, to execute, acknowledge, deliver and perform and cause
to be executed, acknowledged, delivered and performed, all such further acts,
deeds, assignments, transfers, conveyances, powers of attorney and assurances
as may be necessary or proper to carry out the provisions and intent of this
Agreement.

                  10.9     Gender; Number. In this Agreement, the use of one
gender (e.g., "he," "she" and "it") shall mean each other gender; and the
singular shall mean the plural, and vice versa, all as the context may require.

                  10.10    Severability. The parties acknowledge that the terms
of this Agreement are fair and reasonable at the date signed by them. However,
in light of the possibility of a change of conditions or differing
interpretations by a court of what is fair and reasonable, the parties
stipulate as follows: if any one or more of the terms, provisions, covenants or
restrictions of this Agreement shall be determined by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated;
further, if any one or more of the provisions contained in this Agreement shall
for any reason be determined by a court of competent jurisdiction to be
excessively broad as to duration, geographical scope, activity or subject, it
shall be construed, by limiting or reducing it, so as to be enforceable to the
extent compatible with then applicable law.

                  10.11   onsents. Any consent, approval or authorizations
required hereunder shall mean the written consent, approval or authorization of
the Chairman of the Board of the Employer or such other officer as may be
designated in writing by the Board of Directors.

                  10.12    Indemnification and Expenses. The Employer will
indemnify the Executive and his legal representatives to the fullest extent
permitted by the laws of the State of Georgia or any other state where the
Employer shall be incorporated from time to time and the existing or any future
Bylaws of the Employer, against all costs, charges and expenses whatsoever
incurred or sustained by him or his legal representatives in connection with
any action, suit or proceeding to which he or his legal representatives may be
made a party by reason of his being or having



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<PAGE>   16

been a director or officer of the Employer (other than an action, suit or
proceeding against the Executive under this Agreement), and the Executive shall
be entitled to the protection of any insurance policies the Employer elect to
maintain generally for the benefit of its directors and officers. To the extent
permitted by law, the Employer shall advance all reasonable costs, charges and
expenses incurred by the Executive in defending himself against any action
referred to in this Section 10.12.


                  IN WITNESS WHEREOF, the Employer has caused this Agreement to
be executed and its seal to be affixed hereunto by its officers thereunto duly
authorized, and the Executive has signed and sealed this Agreement, effective
as of the date first above written.


                                          FAYETTE COUNTY BANK

ATTEST:

By:                                       By:
   -------------------------------            --------------------------------
   Name:                                 Name:
   Title:                                     Title:
   (CORPORATE SEAL)

                                          EXECUTIVE



                                          ------------------------------------
                                          Malcolm A. Godwin



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