EXHIBIT
      10.1

     

    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement (the “Agreement”) is hereby entered into by and between
RANDALL
      F. EAVES,
      a
      resident of the State of Georgia (the “Executive ”) and WEST
      GEORGIA NATIONAL BANK,
      a
      national banking association (the “Bank”) and the Bank’s sole shareholder,
WGNB
      CORP.,
      a
      Georgia Bank Holding Company (“WGNB”).

     

    WHEREAS,
      the
      Executive is a new employee of the Bank and WGNB; and

     

    WHEREAS,
      the
      Bank, WGNB and the Executive desire to enter into a new written agreement to
      replace his current employment agreement and document the complete terms and
      conditions pursuant to which the Executive shall continue to be employed by
      WGNB
      and the Bank; and

     

    WHEREAS,
      the
      Bank, WGNB and the Executive intend that this Agreement will supersede any
      and
      all previous oral or written employment agreements between WGNB, the Bank and
      the Executive;

     

    NOW,
      THEREFORE,
      in
      consideration of the covenants and agreements hereinafter set forth, and for
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, the parties hereto agree as follows:

     

    1.

     

    DEFINITIONS

     

    As
      used
      in this Agreement, the following words and/or phrases shall have the meanings
      set forth below unless a different meaning plainly is required by the
      context:

     

    1.1 Agreement shall
      mean this Employment Agreement between the Bank, WGNB and the
      Executive.

     

    1.2 Affiliate shall
      mean any parent, brother-sister or subsidiary corporation of the Bank or WGNB,
      any joint venture in which the Bank or WGNB owns at least a 50 percent interest,
      and any partnership, limited liability partnership or limited liability
      corporation in which the Bank or WGNB or any of its wholly-owned subsidiaries
      owns at least a 50 percent interest.

     

    1.3 Bank
      shall
      mean West Georgia National Bank, a national banking association.

     

    
      
         

      

      
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    1.4 Base
      Salary
      shall
      mean the annual base compensation paid to the Executive as provided in Section
      3.1.

     

    1.5 Board shall
      mean the Board of Directors of WGNB and/or the Bank.

     

    1.6 Business
      of the Bank
      shall
      mean any and all operations incident to the business of banking including,
      but
      not limited to, accepting deposits, making loans and cashing
      checks.

     

    1.7 Business
      Opportunities
      shall
      mean any specialized information or plans of WGNB and/or the Bank concerning
      the
      business of WGNB and/or the Bank, including but not limited to, the financing
      of
      or investment in any target person or business, or the availability of any
      such
      business, by WGNB and/or the Bank, together with all related information
      concerning the specifics of any contemplated acquisition, purchase or investment
      (including price, terms, and the identity of such business) regardless of
      whether WGNB or the Bank has entered any agreement, made any commitment, or
      issued any bid or offer to such business.

     

    1.8 Cause shall
      mean (i) the Executive ’s willful failure to perform his material duties and
      responsibilities; (ii) the Executive ’s unlawful or willful misconduct which is
      economically injurious to WGNB or the Bank or to any entity in control of,
      controlled by or under common control with WGNB, the Bank and its successors;
      (iii) the Executive ’s conviction of, or a plea of guilty or nolo
      contendere,
      to a
      felony charge; (iv) habitual drug or alcohol abuse that impairs the Executive
’s
      ability to perform the essential duties of his position; (v) the Executive’s
      removal and/or permanent prohibition from participating in the conduct of the
      Bank or WGNB by an order issued under Section 8(e)(4) or 8 (g)(1) of the Federal
      Deposit Insurance Act (12 U.S.C. 1818(e)(4) and (g)(1)); (vi) the Executive
’s
      willful disclosure to unauthorized persons of Confidential Information or Trade
      Secrets of WGNB or the Bank; or (vii) the Executive ’s failure to comply with
      the Code of Ethics or other personnel policies of WGNB and/or the
      Bank.

     

    1.9 Change
      in Control shall
      mean the occurrence of any one of the following events: 

     

    (i) Change
      in Ownership.
      A
      change in the ownership of WGNB or the Bank (each being individually referred
      to
      in this Section as a “Corporation”) that occurs on the date that any one person,
      or more than one person acting as a group, acquires ownership of stock of a
      Corporation that, together with stock held by such person or group, constitutes
      more than fifty percent (50%) of the total fair market value or total voting
      power of the stock of such Corporation. However, if any one person or more
      than
      one person acting as a group is considered to own more than fifty percent (50%)
      of the total fair market value or total voting power of the stock of a
      Corporation, the acquisition of additional stock by the same person or persons
      is not considered to cause a change in the ownership of such Corporation (or
      to
      cause a change in the effective control of such Corporation (within the meaning
      of subsection (ii) herein). An increase in the percentage of stock owned by
      any
      one person, or persons acting as a group, as a result of a transaction in which
      a Corporation acquires its stock in exchange for property will be treated as
      an
      acquisition of stock for purposes of this section. This applies only when there
      is a transfer of stock of a Corporation (or issuance of stock of a Corporation)
      and stock in such Corporation remains outstanding after the
      transaction.

     

    
      
         

      

      
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    (ii) Change
      in Effective Control.
      A change
      in the effective control of a Corporation that occurs on the date that
      either:

     

    (A)  Any
      one person, or more than one person acting as a group, acquires (or has acquired
      during the 12-month period ending on the date of the most recent acquisition
      by
      such person or persons) ownership of stock of such Corporation possessing 35
      percent or more of the total voting power of the stock of such Corporation;
      or

     

    (B)  a
      majority of members of the Board is replaced during any 12-month period by
      directors whose appointment or election is not endorsed by a majority of the
      members of the Board prior to the date of the appointment or election.


     

    (iii) Change
      in Ownership of a Substantial Portion of Assets.
      A change
      in the ownership of a substantial portion of a Corporation’s assets shall occur
      on the date that any one person, or more than one person acting as a group,
      acquires (or has acquired during the 12-month period ending on the date of
      the
      most recent acquisition by such person or persons) assets from such Corporation
      that have a total gross fair market value equal to or more than 40 percent
      of
      the total gross fair market value of all of the assets of such Corporation
      immediately prior to such acquisition or acquisitions. For this purpose, gross
      fair market value means the value of the assets of the Corporation, or the
      value
      of the assets being disposed of, determined without regard to any liabilities
      associated with such assets.

     

    In
      determining whether a Change in Control has occurred, the following rules shall
      apply:

     

    (A)
      Stock
      Attribution Rules.
      For
      purposes of this section, Code Section 318(a) applies to determine stock
      ownership. Stock underlying a vested option is considered owned by the
      individual who holds the vested option (and the stock underlying an unvested
      option is not considered owned by the individual who holds the unvested option).
      For purposes of the preceding sentence, however, if a vested option is
      exercisable for stock that is not substantially vested (as defined by Treasury
      Regulation Sections 1.83-3(b) and (j)), the stock underlying the option is
      not
      treated as owned by the individual who holds the option. In addition, mutual
      and
      cooperative corporations are treated as having stock for purposes of this
      subsection.

     

    (B)
      Persons
      Acting as a Group.
      For
      purposes of this section, persons will not be considered to be acting as a
      group
      solely because they purchase or own stock of the same Corporation at the same
      time or as a result of the same public offering. However, persons will be
      considered to be acting as a group if they are owners of a corporation that
      enters into a merger, consolidation, purchase or acquisition of stock, or
      similar business transaction with one of the Corporations. If a person,
      including an entity, owns stock in both corporations that enter into a merger,
      consolidation, purchase or acquisition of stock, or similar transaction, such
      shareholder is considered to be acting as a group with other shareholders in
      a
      corporation prior to the transaction giving rise to the change and not with
      respect to the ownership interest in the other corporation. 

     

    (C)
      Transfers
      to a Related Person.
      There
      is no Change in Control event with respect to subsection (iii) when there is
      a
      transfer by a Corporation to an entity that is controlled by the shareholders
      of
      the transferring Corporation immediately after the transfer. A transfer of
      assets by a Corporation is not treated as a change in the ownership of such
      assets if the assets are transferred to:

     

    (1)  A
      shareholder of the Corporation (immediately before the asset transfer) in
      exchange for or with respect to its stock;

     

    
      
         

      

      
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    (2)  An
      entity, 50 percent or more of the total value or voting power of which is owned,
      directly or indirectly, by the Corporation;

     

    (3)  A
      person, or more than one person acting as a group, that owns, directly or
      indirectly, 50 percent or more of the total value or voting power of all the
      outstanding stock of the Corporation; or

     

    (4)  An
      entity, at least 50 percent of the total value or voting power of which is
      owned, directly or indirectly, by a person described in subsection
      (3).

     

    For
      purposes of this subsection (C) and except as otherwise provided, a person’s
      status is determined immediately after the transfer of the assets. For example,
      a transfer to a corporation in which the transferor Corporation has no ownership
      interest before the transaction, but which is a majority owned subsidiary of
      the
      transferor Corporation after the transaction is not treated as a change in
      the
      ownership of the assets of the transferor Corporation.

     

    1.10 Code shall
      mean the Internal Revenue Code of 1986, as amended.

     

    1.11 Committee
      shall
      mean the Executive Compensation and Management Succession Committee of the
      Board, or such other committee to which the Board delegates authority regarding
      executive compensation.

     

    1.12 Confidential
      Information
      shall
      mean, other than Trade Secrets, any data or information, which (a) the Bank
      and/or WGNB marks or otherwise identifies as “confidential” or (b) is of
      tangible or intangible value to the Bank and/or WGNB and not generally known
      by
      the public. Confidential Information shall include, but not be limited to,
      the
      taking of deposits, making loans and extensions of credit, cashing checks,
      and
      other Business of the Bank, any information pertaining to the identity of
      customers, depositors, or borrowers served by the Bank, Business Opportunities
      of the Bank, the details of this Agreement, WGNB’s and the Bank’s business,
      marketing and acquisition plans and financial statements and projections, and
      the costs of the services the Bank may offer or provide to the customers,
      depositors or borrowers it serves, to the extent such information is material
      to
      WGNB and the Bank and not generally known to the public.

     

    1.13 Disability 
      means
      the Executive ’s eligibility to receive income replacement benefits for a period
      of not less than three (3) months under an accident and health plan covering
      employees of WGNB or the Bank due to a medically-determinable physical or mental
      impairment, or if no such plan is applicable, the Executive ’s inability to
      engage in any substantial gainful activity due to a medically-determinable
      physical or mental impairment, which can be expected to result in death or
      can
      be expected to last for a continuous period of not less than twelve (12) months.
      

     

    
      
         

      

      
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    1.14 Effective
      Date shall
      mean the date of closing of the merger between First Haralson Corporation and
      WGNB Corp.

     

    1.15 ERISA shall
      mean the Employee Retirement Income Security Act of 1974, as
      amended.

     

    1.16 Executive shall
      mean Randall F. Eaves.

     

    1.17 Good
      Reason
      shall
      mean:

     

    (a) A
      reduction of the Executive’s Base Salary unless substantially similar reductions
      are applicable to other executive officers of the Bank; or

     

    (b) Without
      the express written agreement of the Executive, any assignment or change in
      duties that would require the relocation of the Executive’s work place to a
      location that is either (i) more than fifty (50) miles from the Executive’s work
      place immediately prior to such assignment; provided however, the relocation
      of
      the Executive’s work place must also increase the regular commute distance
      between the Executive’s resident and work place by more than fifty (50) miles
      (one-way); or (ii) inside the Interstate 285 perimeter around Atlanta, Georgia;
      or

     

    (c) The
      assignment to the Executive of any duties inconsistent with the Executive’s
      position (including offices and reporting relationships), authority, duties
      or
      responsibilities as contemplated by this Agreement, or any other action by
      WGNB
      or the Bank which results in a diminution in such position, authority, duties
      or
      responsibilities, excluding for this purpose an isolated, insubstantial and
      inadvertent action not taken in bad faith and which is remedied by the Bank
      or
      WGNB promptly after receipt of notice thereof given by the Executive; or


     

    (d) Any
      failure by WGNB or the Bank to comply with any of the provisions of this
      Agreement, other than an isolated, insubstantial and inadvertent failure not
      occurring in bad faith and which is remedied by the Bank or WGNB promptly after
      receipt of notice thereof given by the Executive; or

     

    (e) Any
      failure of the Bank to pay Base Salary, a Bonus (as defined in Section 3.2),
      or
      a Profit Sharing Bonus (as defined in Section 3.2), but only to the extent
      that
      such Base Salary, Executive Bonus or Profit Sharing Bonus has in fact become
      due
      and payable in accordance with the terms of the applicable bonus plan or program
      or this Agreement; or

     

    (f) After
      the
      date of a Change in Control, any material reduction, in the aggregate, by WGNB
      or the Bank in the basis and/or level of the plans, programs, policies and
      practices, and benefits, that are described in this Agreement and that were
      maintained and/or provided during the ninety (90) day period immediately
      preceding the date of the Change in Control.

     

    For
      the
      purposes of this Agreement, if the Executive’s title with WGNB is altered, such
      alteration or change alone shall not constitute Good Reason.

     

    
      
         

      

      
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    1.18 Term shall
      mean the period during which this Agreement is wholly effective, as more fully
      described in Section 2.4.

     

    1.19 Termination
      Date shall
      mean the last day of actual employment of the Executive by WGNB or the
      Bank.

     

    1.20 Trade
      Secret
      shall
      mean the whole or any portion or phase of any scientific or technical
      information, design, process, procedure, formula or improvement of WGNB or
      the
      Bank that is valuable and secret (in the sense that it is not generally known
      to
      competitors of WGNB and the Bank) and any information that meets the definition
      of “trade secret” under the Georgia Trade Secrets Act of 1990, O.C.G.A.
§10-1-760 through §10-1-767.

     

    1.21 WGNB
      shall
      mean WGNB Corp., a Georgia bank holding company.

     

    2.


     

    DUTIES
      AND AUTHORITY

     

    2.1 Duties
      and Authority.
      The
      Executive is engaged and agrees to perform services for and on behalf of the
      Bank as its President and on behalf of WGNB as its President and shall report
      directly to the Chief Executive Officer of WGNB and the Bank. The Executive
      shall have such duties and authority as customarily performed by persons acting
      in such capacities or as may be assigned to him by the Bank’s or bylaws or by
      the Chief Executive Officer. The Executive agrees to perform such duties
      diligently and efficiently and in accordance with the reasonable directions
      of
      the Chief Executive Officer. The Executive shall conduct himself at all times
      in
      a business-like and professional manner as appropriate for his position and
      shall represent WGNB and the Bank in all respects in compliance with good
      business and ethical practices. In addition, the Executive shall be subject
      to
      and abide by the policies and procedures of WGNB and the Bank applicable to
      personnel of WGNB and the Bank, as may be adopted from time to
      time.

     

    2.2 Best
      Efforts.
      During
      the term of this Agreement, the Executive shall devote his full attention,
      energies and best efforts to rendering services on behalf of WGNB and the Bank
      (or subsidiaries or Affiliates thereof), and shall not engage in any outside
      employment without the express written consent of the Board. Notwithstanding
      the foregoing, the Executive is not prohibited from investing or trading in
      stocks, bonds, commodities or other forms of investment, including real
      property, so long as the Executive does not (a) own more than two percent (2%)
      of the outstanding ownership interest of an entity, and (b) “participate”
(within the meaning of Treas. Reg. §§1.469-5(f) and 1.469-5T(f), as in effect as
      of the date this Agreement is executed) in such investments, unless such
      investment is approved by the Board or the Executive Committee of the Board
      in
      advance and shown on Exhibit “B” hereto.

     

    2.3 Outside
      Activities.
      The
      Executive may pursue personal interests so long as such participation does
      not
      interfere with the Executive’s performance of his duties hereunder, and the
      Executive may participate in industry, civic and charitable activities so long
      as such activities do not materially interfere with the performance of his
      duties hereunder. The Executive may also participate in any interest or activity
      which is approved in writing by the Chief Executive Officer of WGNB or the
      Bank.
      At least once each year during the term of this Agreement, and at any time
      upon
      the Chief Executive Officer’s request, the Executive shall provide a full
      disclosure to the Chief Executive Officer of his participation in any industry,
      civic and charitable activities (including service on corporate or charitable
      boards of directors or trustees). Prior to pursuing or accepting any activity
      other than those in which he is engaged on the Effective Date, the Executive
      agrees to discuss such activity with the Chief Executive Officer.

     

    
      
         

      

      
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    2.4 Term.
      The
      Term of this Agreement shall be the period during which this Agreement
      (including any amendments and/or extensions of this Agreement) remains
      effective. The initial Term of this Agreement shall commence on the execution
      date hereof and shall continue until the close of business on the last day
      of
      the three-year period after the Effective Date hereof, subject to earlier
      termination as provided in this Agreement. At least ninety (90) days prior
      to
      the end of the initial Term hereof and each subsequent Term period thereafter,
      this Agreement shall be deemed to be extended automatically for an additional
      three-year Term on the same terms and conditions, unless either the Bank or
      the
      Executive provides a written notice of nonrenewal to the other party no less
      than ninety (90) days prior to the date on which this Agreement would otherwise
      be extended.

     

    3.


     

    COMPENSATION
      AND BENEFITS

     

    3.1 Annual
      Base Salary.
      The Bank
      shall pay to the Executive as compensation for his services provided hereunder
      a
      base salary of
      $180,000 per
      year
      (“Base Salary”), payable in accordance with the Bank’s normal payroll
      procedures. The Committee shall review the Executive’s Base Salary annually, and
      in its sole discretion, subject to approval of the Board, may increase the
      Executive’s Base Salary from year to year. The Committee shall not decrease the
      amount of the Executive’s Base Salary unless substantially similar decreases are
      applicable to other executive officers of the Bank or WGNB. The annual review
      of
      the Executive’s salary by the Committee will consider, among other things, the
      Executive’s own performance as well as WGNB’s and the Bank’s
      performance.

     

    3.2 Annual
      Incentive Compensation.
      The
      Executive shall be eligible to participate in any annual short-term incentive
      compensation program that the Committee and/or the Board shall approve for
      him
      for any particular year or period (the “Bonus”). In addition, the Executive
      shall be eligible to participate in the annual profit sharing bonus program
      that
      is available to all employees of the Bank (the “Profit Sharing
      Bonus”).

     

    3.3 Long-Term
      Incentive Compensation.
      The
      Executive shall be eligible to participate in any long-term incentive
      compensation program and/or equity-based compensation program that the Committee
      and/or the Board shall approve for him for any particular year or
      period.
      Any
      grants or awards of equity-based compensation shall be governed by the terms
      and
      conditions of the plan or plans under which such grants are made.

     

    3.4 Employee
      Benefit Plans and Policies.
      The
      Executive shall be entitled to participate in each employee benefit plan, policy
      or arrangement which is sponsored, maintained or contributed to by the Bank
      and
      in which current similarly-situated officers of the Bank may participate, in
      accordance with the terms and provisions of such plans and on the same terms
      and
      conditions as other similarly-situated officers of the Bank. Contributions
      by
      the Executive to such plans shall be required only to the extent required of
      other similarly-situated officers of the Bank. 

     

    
      
         

      

      
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    3.5 Automobile
      Allowance.
      The
      Bank
      shall provide the Executive with a monthly cash allowance for the purpose of
      reimbursement of expenses related to the use of his personal automobile for
      business purposes, pursuant to a policy determined at the discretion of the
      Committee. Unless otherwise determined by the Committee and specified in its
      policy, the Executive shall be solely responsible for all costs and liabilities
      related to such automobile, including but not limited to lease and/or purchase
      payments, insurance, maintenance, gasoline/oil and repair costs.

     

    3.6 Club
      Dues.
      For
      general business purposes (and not as compensation to the Executive), the Bank
      shall pay the Executive’s periodic dues for membership in various civic clubs
      and other organizations as approved by the Committee.

     

    3.7 Expense
      Reimbursement.
      The Bank
      shall reimburse the Executive for reasonable and necessary travel and other
      business related expenses incurred by him in performance of the business of
      the
      Bank in accordance with the Bank’s standard expense reimbursement practices and
      policies in existence from time to time, subject to such dollar limitations,
      verification and record keeping requirements as may be established from time
      to
      time by the Bank.

     

    3.8 Withholding,
      FICA, FUTA, Etc.
      Any
      amount to be paid to the Executive under the provisions of this Agreement for
      his services rendered as an employee and which represents taxable income to
      him
      shall be subject to, and reduced by, withholding for any applicable federal,
      state or local taxes imposed by law, including, but not limited to, employment
      taxes imposed under Subtitle C of the Code.

     

    4.

     

    RESTRICTIVE
      COVENANTS

     

    4.1 Confidentiality.
      In the
      Executive’s position as an Executive of WGNB and the Bank, the Executive has had
      and will have access to Confidential Information, Trade Secrets and other
      proprietary information of vital importance to WGNB and the Bank and has and
      will also develop relationships with customers, employees and others who deal
      with WGNB and the Bank which are of value to the Bank and WGNB. WGNB and the
      Bank require as a condition of Executive’s employment that Executive agree to
      certain restrictions on Executive’s use of the proprietary information and
      valuable relationships developed during Executive’s employment with WGNB and the
      Bank. WGNB, the Bank and the Executive therefore agree and acknowledge that
      WGNB
      and the Bank may entrust the Executive with highly sensitive confidential,
      restricted and proprietary information concerning various Business
      Opportunities, customer lists, and personnel matters. The Executive acknowledges
      that he shall bear a fiduciary responsibility to WGNB and the Bank to protect
      such information from use or disclosure that is not necessary for the
      performance of Executive’s duties hereunder, as an essential incident of the
      Executive’s employment with WGNB and the Bank.

     

    
      
         

      

      
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    4.2 Exclusions.
      Notwithstanding the definitions of Trade Secrets, Confidential Information
      and
      Business Opportunities set forth in Section 1, Trade Secrets, Confidential
      Information and Business Opportunities shall not include any information
      that:

     

    (a) is
      or
      becomes generally known to the public;

     

    (b) is
      developed by Executive after termination of employment through entirely
      independent efforts;

     

    (c) the
      Executive obtains from an independent source having a bona fide right to use
      and
      disclose such information;

     

    (d) is
      required to be disclosed by law, except to the extent eligible for special
      treatment under an appropriate protective order; or

     

    (e) the
      Bank
      or WGNB approves for unrestricted release by express written
      authorization.

     

    4.3 New
      Developments.
      Any
      discovery, invention, process, development, concept, work of authorship,
      improvement or trade secret, whether or not patentable or registrable under
      copyright or similar laws, which the Executive, solely or jointly, conceives
      or
      develops, reduces to practice, or causes to be conceived or developed or reduced
      to practice, during the term of this Agreement in connection with or in any
      way
      affecting or relating to the business of WGNB or the Bank or any of its
      Affiliates (as then carried on or under active consideration) shall forthwith
      be
      disclosed to WGNB and the Bank and shall belong to and be the absolute property
      of WGNB and the Bank. The preceding sentence does not apply to any invention
      for
      which no equipment, supplies, facility, or trade secret information of WGNB
      or
      the Bank was used and which was developed entirely on the Executive’s own time,
      unless the invention relates directly to the business of the Bank or WGNB or
      its
      Affiliates or to its or their actual or demonstrably anticipated research or
      development, or the invention results from any work performed by the Executive
      for WGNB or the Bank.

     

    4.4 Security
      Measures.
      During
      the Executive’s employment with WGNB and the Bank, the Executive is required to
      observe all security measures adopted to protect Trade Secrets, Confidential
      Information and Business Opportunities of WGNB and the Bank.

     

    4.5 Use
      and Return of Documents and Property.
      The
      Executive acknowledges that in the course of his employment with WGNB and the
      Bank, he will have the opportunity to inspect and use certain property, both
      tangible and intangible, of WGNB and the Bank and its Affiliates. All such
      property shall remain the exclusive property of WGNB, the Bank and its
      Affiliates, and the Executive has and shall have no right or interest in such
      property. The Executive shall use WGNB’s and the Bank’s property only during
      employment and only in the performance of his job and to further WGNB’s and the
      Bank’s interests, and he will not remove such property from the Bank’s premises
      except to the extent necessary to perform his duties and to the extent approved
      by the Bank and/or WGNB, either expressly or generally under its policies.
      Upon
      the request of WGNB or the Bank, and, in any event, promptly upon the
      Executive’s Termination Date, the Executive shall return to the Bank all
      property of the Bank and WGNB including, but not limited to, memoranda, notes,
      records, data, books, manuals, computer programs, audio-visual materials,
      correspondence, lists, every piece of information recorded in any form,
      including all copies of such materials, identification cards, credit cards,
      parking cards, badges, keys, computers, phones, fax machines, and all other
      tangible property.

     

    
      
         

      

      
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    4.6 Nonsolicitation
      of Customers, Borrowers or Depositors.
      The
      Executive agrees that during the term of his employment with WGNB and the Bank,
      he will not, directly or indirectly, without the Bank’s prior written consent,
      contact any customer, depositor or borrower of the Bank or any of its Affiliates
      for business purposes unrelated to furthering the Business of the Bank.
      Executive further agrees that for a period of twenty-four (24) months following
      his Termination Date, he will not directly or indirectly, (a) contact, solicit
      or divert, or attempt to contact, solicit, divert or take away, any customer,
      depositor or borrower of the Bank or its Affiliates for purposes of, or with
      respect to, providing such customer, depositor or borrower services which
      constitute the Business of the Bank; or (b) take any affirmative action with
      a
      customer, depositor or borrower of the Bank or its Affiliates for the purposes
      of providing a customer, depositor or borrower to a business competing with
      the
      Bank or its Affiliates. The prohibitions of the preceding sentence shall apply
      only to customers, depositors or borrowers of the Bank with whom the Executive
      had Material Contact during his term of employment. For purposes of this
      Agreement, the Executive had “Material Contact” with a customer, depositor or
      borrower if (a) he had business dealings with the customer, depositor or
      borrower on the Bank’s behalf; (b) he was responsible for supervising or
      coordinating the dealings between the Bank and the customer, depositor or
      borrower; or (c) he obtained Confidential Information about the customer,
      depositor or borrower as a result of his association with the Bank.

     

    4.7 Nonsolicitation
      of Employees.
      The
      Executive agrees that during his employment with WGNB and the Bank and for
      twenty-four (24) months after his Termination Date, the Executive will not,
      directly or indirectly, solicit or attempt to recruit or hire any employee
      of
      WGNB or the Bank or its Affiliates to provide services similar to those
      performed by the employee for WGNB or the Bank on behalf of another entity
      or
      person.

     

    4.8 Nondisclosure
      of Trade Secrets.
      Except
      to the extent reasonably necessary for the Executive to perform his duties
      for
      WGNB and the Bank, the Executive shall not, directly or indirectly, disclose,
      communicate, transfer, copy for, or otherwise convey to any person, use in
      any
      way, or negligently permit any unauthorized person who is not an employee of
      WGNB or the Bank to use, disclose or gain access to any Trade Secrets of WGNB
      or
      the Bank or its Affiliates, or any other person or entity making Trade Secrets
      available for WGNB’s or the Bank’s use, for so long as such Trade Secrets remain
“trade secrets” under applicable state law.

     

    4.9 Nondisclosure
      of Confidential Information.
      During
      the term of his employment with WGNB and the Bank and for a period of three
      (3)
      years following the Executive’s Termination Date, except to the extent
      reasonably necessary for the Executive to perform his duties for WGNB and the
      Bank, the Executive shall not, without the prior written consent of WGNB or
      the
      Bank, directly or indirectly, disclose, communicate, transfer, copy for, or
      otherwise convey to any person, use in any way, or negligently permit any
      unauthorized person who is not employed by the Bank or WGNB to use, disclose
      or
      gain access to, for personal benefit or the benefit of others, any Confidential
      Information of WGNB or the Bank or its Affiliates, which remains competitively
      sensitive.

     

    
      
         

      

      
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    4.10 Covenant
      Not to Compete.
      

     

    (a) Territories:
      WGNB
      transacts business as a bank holding company with the Bank as its subsidiary
      bank which accepts deposits, makes loans, cashes checks and otherwise engages
      in
      the business of banking (“Business of the Bank”). WGNB and the Bank do business
      in the counties of Carroll, Douglas, Paulding and Haralson in the State of
      Georgia, and Executive performs the duties described in Section 2.1 throughout
      those counties. Executive has established business relationships and performs
      the duties described in Section 2.1 in the geographic area covered by the
      counties of Carroll, Douglas, Paulding and Haralson in the State of
      Georgia.

     

    (b) Covenants:
      For a
      period of twenty-four (24) months after the termination of his employment with
      WGNB and the Bank, Executive shall not directly or indirectly provide the duties
      described in Section 2.1 of this Agreement (including as an advisor, consultant,
      or independent contractor) for any entity or person conducting the Business
      of
      the Bank within the counties of Carroll, Douglas, Paulding and Haralson in
      the
      State of Georgia.

     

    4.11 Notification
      of Subsequent Employment.
      During
      a period of one (1) year after the termination of the Executive’s employment
      with WGNB and the Bank, Executive shall notify WGNB and the Bank in writing
      of
      the name and address of the Executive’s new employer and the Executive’s
      functions with his new employer within thirty (30) days after accepting
      employment with any other corporation, partnership, association, person,
      organization or other entity.

     

    4.12 Reasonableness.
      Executive has carefully considered the nature and extent of the restrictions
      upon his rights and the rights and remedies conferred on the Bank under this
      Agreement, and the Executive hereby acknowledges and agrees that:

     

    (a) the
      restrictions and covenants contained herein, and the rights and remedies
      conferred upon WGNB and the Bank, are necessary to protect the goodwill and
      other value of the business of WGNB and the Bank;

     

    (b) the
      restrictions placed upon the Executive hereunder are fair and reasonable in
      time, will not prevent him from earning a livelihood, and place no greater
      restraint upon the Executive than is reasonably necessary to secure the business
      and goodwill of WGNB and the Bank;

     

    (c) WGNB
      and
      the Bank are relying upon the restrictions and covenants contained herein in
      continuing to make available to the Executive information concerning the
      Business of the Bank and WGNB;

     

    (d) Executive’s
      employment hereunder places him in a position of confidence and trust with
      WGNB
      and the Bank and its employees, customers, depositors and borrowers;
      and

     

    
      
         

      

      
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    (e) the
      provisions of this section shall be interpreted so as to protect the
      Confidential Information, and to secure for WGNB and the Bank the exclusive
      benefits of the work performed on behalf of WGNB and the Bank by the Executive
      under this Agreement, and not to unreasonably limit his ability to engage in
      employment and consulting activities in noncompetitive areas which do not
      endanger WGNB’s and the Bank’s legitimate interests expressed in this
      Agreement.

     

    4.13 Remedy
      for Breach.
      Executive acknowledges and agrees that his breach of any of the covenants
      contained in this Article of this Agreement will cause irreparable injury to
      WGNB and the Bank and that remedies at law available to WGNB and the Bank for
      any actual or threatened breach by the Executive of such covenants will be
      inadequate and that WGNB and the Bank shall be entitled to specific performance
      of the covenants in this Article or injunctive relief against activities in
      violation of this Article by temporary or permanent injunction or other
      appropriate judicial remedy, writ or order, without the necessity or proving
      actual damages. This provision with respect to injunctive relief shall not
      diminish the right of WGNB and the Bank to claim and recover monetary damages
      against the Executive for any breach of this Agreement, in addition to
      injunctive relief. The Executive acknowledges and agrees that the covenants
      contained in this Article shall be construed as agreements independent of any
      other provision of this or any other contract between the parties hereto, and
      that the existence of any claim or cause of action by the Executive against
      WGNB
      or the Bank, whether predicated upon this or any other contract, shall not
      constitute a defense to the enforcement by WGNB and the Bank of said
      covenants.

     

    5.


     

    TERMINATION
      OF EMPLOYMENT

     

    5.1 Termination
      by WGNB or the Bank 

     

    (a) For
      Cause.
      During
      the Term of this Agreement, WGNB or the Bank may terminate the Executive’s
      employment for Cause, effective immediately upon written notice to the
      Executive. Upon such a termination for Cause, the Executive shall be entitled
      to
      any accrued but unpaid Base Salary, any earned but unpaid Bonus and Profit
      Sharing Bonus for the fiscal year which ended prior to the Termination Date,
      any
      accrued but unused vacation, and any unreimbursed expenses through the
      Termination Date. Except as provided in Sections 5.5 and 5.6, the Executive
      shall not be entitled to any other compensation, bonus, severance pay or
      post-termination benefits, other than as required by law. 

     

    (b) Regulatory
      Action.
      All
      obligations of the continued employment of the Executive by the Bank and WGNB
      pursuant to this Agreement shall cease, except to the extent that a
      determination is made that continuation of such employment is necessary for
      the
      continued operation of the Bank and/or WGNB (i) by the director of the Federal
      Deposit Insurance Corporation (“FDIC”) or his or her designee (the “Director”),
      at the time the FDIC enters into a an agreement to provide assistance to or
      on
      behalf of the Bank and/or WGNB under the authority contained in 13(c) of the
      Federal Deposit Insurance Act; or (ii) by the Director, at the time the Director
      approves a supervisory merger to resolve problems related to the operation
      of
      the Bank and/or WGNB when either entity is determined by the Director to be
      in
      an unsafe and unsound condition. Upon termination of Executive’s employment
      pursuant to this 5.1(b), the Executive shall be entitled to any accrued but
      unpaid Base Salary, any earned but unpaid Bonus and Profit Sharing Bonus for
      the
      fiscal year which ended prior to the Termination Date, any accrued but unused
      vacation, and any unreimbursed expenses through the Termination Date. Except
      as
      provided in Sections 5.5 and 5.6, the Executive shall not be entitled to any
      other compensation, bonus, severance pay or post-termination benefits, other
      than as required by law. 

     

    
      
         

      

      
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          12

        
          

        

      

      
         

      

    

     

    (c) Without
      Cause.

     

    (i) During
      the Term of this Agreement, WGNB or the Bank may terminate the Executive’s
      employment for any reason other than those reasons identified in Sections 5.1(a)
      and 5.1(b), effective upon sixty (60) days’ written notice to the
      Executive.

     

    (ii) In
      the
      event of the Executive’s termination pursuant to this Section 5.1(c), in
      addition to any earned but unpaid Base Salary, any accrued but unused vacation,
      any earned but unpaid Bonus for the fiscal year which ended prior to the
      Termination Date, any unpaid Profit Sharing Bonus for the fiscal year which
      ended prior to the Termination Date, and unreimbursed expenses through the
      Termination Date, the Executive shall be entitled to the following severance
      package (“Severance Package”):

     

    (A) Severance
      Pay: Executive
      shall be entitled to severance pay in the amount of the greater of (1) the
      Executive’s Base Salary, target Bonus and Profit Sharing Bonus for the remainder
      of the then Term of the Agreement; or (2) one and one-half times the Executive’s
      annual Base Salary, target Bonus and Profit Sharing Bonus based on his current
      Base Salary at the time of termination.
      The
      severance pay provided for in this Section shall be paid in a single sum cash
      payment made as soon as administratively practicable following the later of
      (1)
      the Termination Date and (2) the effective date of the waiver of claims that
      is
      required pursuant to this Section 5.1(c)(ii)(C) below. 

     

    (B) Group
      Health Benefits:
      Regardless of whether the Executive or his eligible qualified beneficiaries
      actually elect COBRA continuation coverage under the Bank’s group health plan,
      the Executive shall be entitled to a lump-sum payment equal to the full COBRA
      premium amount (determined as of the Termination Date) for eighteen (18) months
      of continued group health plan coverage (as in place as of the Termination
      Date)
      for the Executive, and to the extent that the Executive is providing coverage
      for such individuals as of the Termination Date, his spouse and eligible
      dependents. Such payment shall be made as soon as administratively practicable
      following the later of (1) the Termination Date and (2) the effective date
      of
      the waiver of claims that is required pursuant to this Section 5.1(c)(ii)(C)
      below. In addition, if the Executive or his eligible qualified beneficiaries
      have elected COBRA continuation coverage under the Bank’s group health plan and
      any one of them becomes eligible for COBRA continuation coverage beyond the
      initial 18-month period due to a second qualifying event, the Executive shall
      be
      entitled to a lump-sum payment equal to the full COBRA premium amount
      (determined as of the date of such second qualifying event) for the additional
      period of continuation coverage (up to a maximum of an additional 18 months
      of
      continuation coverage). This additional lump sum payment for the second
      qualifying event coverage shall only be payable in the event that the Executive
      has timely executed and has not revoked a waiver of claims pursuant to
      5.1(c)(ii)(C) below,
      and the
      payment will be made as soon as administratively practicable following the
      Executive’s providing written notice to the Bank of the second qualifying
      event.

     

    
      
         

      

      
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          13

        
          

        

      

      
         

      

    

     

    (C) Waiver
      of Claims.
      The
      Executive agrees that in the event of any termination of this Agreement that
      results in a payment pursuant to any provision of this Section 5.1(c), prior
      to
      the payment, as a condition to the receipt of and as consideration for such
      payment, the Executive shall sign a general release of any and all claims that
      the Executive, his heirs and assigns and/or his estate may have against WGNB
      or
      the Bank or its related parties related to his employment and such payment
      in
      substantially the form attached hereto as Exhibit “A”. Such waiver of claims
      must be executed and returned to the Bank by the Executive no later than the
      twenty-first (21st)
      calendar day following the Termination Date, or the Executive will have waived
      his right to the Severance Package.

     

    (D) The
      Severance Package provided for herein shall be in lieu of any and all other
      payments, bonuses or other compensation to which the Executive may have been
      entitled under any severance plan, policy or payroll practice of WGNB or the
      Bank.

     

    (iii) Except
      as
      provided under Sections 5.5 and 5.6 and as required by law, Executive shall
      not
      be entitled to any other compensation, bonus, severance pay or post-termination
      benefits.

     

    5.2 Termination
      by Executive for Good Reason.
      The
      Executive may terminate his employment for “Good Reason” upon sixty (60) days’
prior written notice to the Bank and WGNB; provided, however, that prior to
      delivering such 60-day notice, the Executive has provided an advance written
      notice to WGNB or the Bank that identifies the manner in which the Executive
      believes that he is eligible for Good Reason termination, and WGNB and the
      Bank
      have had at least fifteen (15) business days following delivery of the advance
      written notice to correct the situation and have not done so. Upon a termination
      for Good Reason, the Executive shall be entitled to any accrued but unpaid
      Base
      Salary, any earned but unpaid Bonus and Profit Sharing Bonus for the fiscal
      year
      which ended prior to the Termination Date, any accrued but unused vacation,
      any
      unreimbursed expenses through the Termination Date, and the Severance Package
      described in Section 5.1(c)(ii) above, subject to the same conditions as
      outlined in Section 5.1(c)(ii). Except as provided under Sections 5.5 and 5.6
      and as required by law, Executive shall not be entitled to any other
      compensation, bonus, severance pay or post-termination benefits.

     

    
      
         

      

      
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          14

        
          

        

      

      
         

      

    

     

    5.3 Termination
      of Agreement by Reason of Executive’s Death or Disability.
      This
      Agreement shall terminate immediately upon the termination of the Executive’s
      employment due to the death of the Executive or due to written notice from
      WGNB
      or the Bank to the Executive if he shall at any time become incapacitated by
      reason of a Disability. Upon the Executive’s termination due to death or
      Disability, the Executive, or his estate in the case of his death, shall be
      entitled to any earned but unpaid Base Salary, any accrued but unused vacation,
      any earned but unpaid Bonus and/or Profit Sharing Bonus for the fiscal year
      which ended prior to the Termination Date, and unreimbursed expenses through
      the
      Termination Date. The monies due under this Section 5.4 shall be paid in a
      single-sum cash payment made as soon as administratively practicable following
      the Termination Date. Except as provided under Sections 5.5 and 5.6 and as
      required by law, neither the Executive nor the Executives estate, heirs and
      other legal representatives shall be entitled to any other compensation, bonus,
      severance pay or post-termination benefits. 

     

    5.4 Termination
      by Executive.
      Executive may terminate this Agreement and his employment with the Bank and
      WGNB
      upon thirty (30) days’ written notice to each of the Bank and WGNB. Upon such a
      termination, the Executive shall be entitled to any accrued but unpaid Base
      Salary, any accrued but unused vacation, and any unreimbursed expenses through
      the Termination Date. Except as provided under Sections 5.5 and 5.6 and as
      required by law, Executive shall not be entitled to any other compensation,
      bonus, severance pay or post-termination benefits. 

     

    5.5 Equity
      Compensation After Termination Date.
      Any
      outstanding equity-based compensation grants or awards held by the Executive
      shall be governed by the terms of the plan under which such grants or awards
      were made.

     

    5.6 Other
      Benefits After Termination Date.
      Except
      for the payments and benefits, if any, provided under this Article 5, no other
      benefits, compensation or other remuneration of any type, whether taxable or
      nontaxable, shall be payable to the Executive after his Termination Date, except
      as required by law or by the applicable terms and provisions of any employee
      benefit plan applicable to the Executive.

     

    5.7 Specified
      Employee.
      Notwithstanding any of the provisions under this Article 5 to
      the
      contrary, in the event that, in order to comply with the provisions of Code
      Section 409A(a)(2)(B)(i), a payment under this Article 5 must be made no earlier
      than six (6) months following the Executive’s separation of service as a result
      of his status as a “specified employee,” such payment shall be accordingly
      delayed and shall be paid (without any interest) as soon as administratively
      possible following the six (6) month anniversary of the Executive’s separation
      of service.

     

    
      
         

      

      
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          15

        
          

        

      

      
         

      

    


    6.

     

    CHANGE
      IN CONTROL

     

    6.1 Upon
      Change in Control.
      If
      Executive is employed on the date a Change in Control occurs, or if the
      Executive’s employment by the Bank or WGNB is terminated for any reason other
      than Cause, Disability, death or voluntary quit without Good Reason, during
      the
      twelve (12) month period immediately preceding the date of the Change in
      Control, the Bank and WGNB agree to pay to the Executive an amount equal
      to:

     

    (a) Two
      times
      the Executive’s annual Base Salary based on the greater of (a) his Base Salary
      on the Termination Date (if applicable) or (b) his Base Salary for the fiscal
      year immediately preceding the date of the Change in Control; plus

     

    (b) Two
      times
      the amount of his Bonus and the Profit Sharing Bonus, for the fiscal year which
      ended immediately preceding the earlier of (i) his Termination Date (if
      applicable) or (ii) the date of the Change in Control.

     

    The
      amounts provided for in this subsection shall be paid in a lump sum cash payment
      within thirty (30) days after the date of the Change in Control. The payment
      of
      any amount under this subsection is contingent upon the Executive’s execution of
      a general release as described in Section 5.1(c)(ii)(C).

     

    6.2 Excess
      Parachute Payment.
      Notwithstanding anything herein to the contrary, neither WGNB nor the Bank
      shall
      pay to the Executive any amount which shall be deemed to constitute an “excess
      parachute payment” in accordance with Code Section 280G. Either WGNB or the Bank
      shall reduce any amount due hereunder by such minimum amount necessary to cause
      the total amount payable to the Executive in the applicable year not to
      constitute an “excess parachute payment”.

     

    6.3 Equity
      Compensation.
      Any
      outstanding stock options, restricted stock, stock appreciation rights,
      performance grants or other equity-based compensation grants or award held
      by
      the executive on the date of a Change in Control shall be governed by the terms
      of the plans under which such grants or awards were made.

     

    6.4 Other
      Benefits After Termination Date.
      Except
      for the payments and benefits, if any, provided under this Article 6, no other
      benefits, compensation or other remuneration of any type, whether taxable or
      nontaxable, shall be payable to the Executive after his Termination Date, except
      as required by law or by the applicable terms and provisions of any employee
      benefit plan applicable to the Executive .

     

    6.5 Specified
      Employee.
      Notwithstanding any of the provisions under this Article 6, to the contrary,
      in
      the event that, in order to comply with the provisions of Code Section
      409A(a)(2)(B)(i), a payment under this Article 5 must be made no earlier than
      six (6) months following the Executive’s separation of service as a result of
      his status as a “specified employee,” such payment shall be accordingly delayed
      and shall be paid (without any interest) as soon as administratively possible
      following the six (6) month anniversary of the Executive’s separation of
      service.

     

    
      
         

      

      
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          16

        
          

        

      

      
         

      

    

     

    7.

     

    MISCELLANEOUS
      PROVISIONS

     

    7.1 Invalidity
      of Any Provision.
      It is
      the intention of the parties hereto that the provisions of this Agreement shall
      be enforced to the fullest extent permissible under the laws of each state
      and
      jurisdiction in which such enforcement is sought, but that the unenforceability
      (or the modification to conform with such laws) of any provision hereof shall
      not render unenforceable or impair the remainder of this Agreement which shall
      be deemed amended to delete or modify, as necessary, the invalid or
      unenforceable provisions. The parties further agree to alter the balance of
      this
      Agreement in order to render the same valid and enforceable. The terms of the
      restrictive covenant provisions of this Agreement shall be deemed modified
      to
      the extent necessary to be enforceable and, specifically, without limiting
      the
      foregoing, if the term of the applicable restrictive covenant is too long to
      be
      enforceable, it shall be modified to encompass the longest term which is
      enforceable and, if the scope of the geographic area of the applicable
      restrictive covenant is too great to be enforceable, it shall be modified to
      encompass the greatest area that is enforceable.

     

    7.2 Applicable
      Law.
      This
      Agreement shall be construed and enforced in accordance with the laws of the
      State of Georgia.

     

    7.3 Waiver
      of Breach. The
      waiver of a breach of any provision of this Agreement by a party hereto shall
      not operate or be construed as a wavier of any subsequent breach by the other
      party hereto.

     

    7.4 Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of WGNB, the Bank and its Affiliates,
      and
      their respective successors and assigns. This Agreement shall inure to the
      benefit of and be enforceable by the Executive’s estate and/or legal
      representatives.

     

    7.5 Assignment
      of Agreement.
      This
      Agreement may not be assigned by any of the parties without the express written
      consent of the other parties to this Agreement; provided, however, that the
      provisions of this Agreement shall inure to the benefit of and be binding upon
      each successor of WGNB and/or the Bank, whether by merger, consolidation,
      transfer of all or substantially all assets, or otherwise. 

     

    7.6  Notices.
      All
      notices, demands and other communications hereunder shall be in writing and
      shall be delivered in person or deposited in the United States mail, certified
      or registered, with return receipt requested, as follows:

     

    (a) If
      to the
      Executive:  Mr.
      Randall F. Eaves        

     

    
      
         

      

      
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          17

        
          

        

      

      
         

      

    

     

    (b) If
      to the
      Bank:                  
   West
      Georgia National Bank

    P.O.
      Box
      280

    Carrollton,
      Georgia 30112

    Attention:
      Chief Executive Officer

     

    (c)
       If
      to
      WGNB:                      
   WGNB
      Corp.

    P.O.
      Box
      280

    Carrollton,
      Georgia 30112

    Attention:
      Chairman

     

    7.7 Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties with respect to the
      subject matter hereof. All understanding and agreements heretofore made between
      the parties hereto with respect to the subject matter of this Agreement are
      merged into this document which alone fully and completely expresses their
      agreement. This Agreement may not be changed orally but only by an agreement
      in
      writing signed by both parties.

     

    7.8 Survival
      of Provisions.
      The
      provisions of Section 4 “Restrictive Covenants” shall survive termination of
      this Agreement.

     

    7.9 Application
      of Code Section 409A.
      It is
      the intent of the parties to this Agreement that this Agreement shall be
      interpreted, construed and operated in compliance with any applicable provisions
      of Code Section 409A. To the extent that future regulations issued pursuant
      to
      Code Section 409A require any amendments to this Agreement, the parties agree
      that they will consent to, and make, such amendments.

     

    7.10 Captions.
      The
      captions appearing in this Agreement are inserted only as a matter of
      convenience and in no way define, limit, construe or describe the scope or
      intent of any provisions of this Agreement or in any way affect this
      Agreement.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement under seal as of this 1st day of
      July, 2007.

     

    
      	 	 	 
	 	EXECUTIVE:
	 	 
	 	/s/ Randall F.
              Eaves


    

     

    
      	 WEST GEORGIA NATIONAL
              BANK	 	 	 WGNB
              CORP.
	 	 	 	 
	 	 	 	 
	By: 
              /s/ H.B. Lipham III	 	 	By: 
              /s/ H.B. Lipham, III_
	
              
                

              

              H.
                B. Lipham, III

            	 	 	
              
                

              

              H.
                B. Lipham, III

            
	
              Chief
                Executive Officer

            	 	 	
              Chief
                Executive Officer

            


    

     

    
      
         

      

      
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          18

        
          

        

      

      
         

      

    


    EXHIBIT
      “A”

     

    GENERAL
      RELEASE

     

    In
      accordance with the terms of that certain Employment Agreement dated ________
      ___, 2007, between WEST GEORGIA NATIONAL BANK, a national Banking Association
      (the “Bank”) and the Bank’s Sole Sharholder, WGNB CORP., a Georgia Bank Holding
      Company (“WGNB”),
      and
      RANDALL J. EAVES (the “Executive”), the Executive hereby enters into this
      General Release, in consideration of the Severance Package that he will receive
      as a result of his termination of employment effective as of ________________,
      20___, to which he would not otherwise be entitled, as follows:

     

    The
      Executive agrees, for himself, his spouse, heirs, executor or administrator,
      assigns, insurers, attorneys and other persons or entities acting or purporting
      to act on his behalf (the “Executive’s Parties”), to irrevocably and
      unconditionally release, acquit and forever discharge the Bank and WGNB, their
      Affiliates, subsidiaries, directors, officers, employees, shareholders,
      partners, agents, representatives, predecessors, successors, assigns, insurers,
      attorneys, benefit plans sponsored by the Bank and WGNB and said plans’
fiduciaries, agents, related trusts and trustees (the “Bank’s Parties”), from
      any and all actions, cause of action, suits, claims, obligations, liabilities,
      debts, demands, contentions, damages, judgments, levies and executions of any
      kind, whether in law or in equity, known or unknown, which the Executive’s
      Parties have, have had, or may in the future claim to have against the Bank’s
      Parties by reason of, arising out of, related to, or resulting from Executive’s
      employment with the Bank or the termination thereof. This release specifically
      includes without limitation any claims arising in tort or contract, any claim
      based on wrongful discharge, any claim based on breach of contract, any claim
      arising under federal, state or local law prohibiting race, sex, age, religion,
      national origin, handicap, disability or other forms of discrimination, any
      claim arising under federal, state or local law concerning employment practices,
      and any claim relating to compensation or benefits. This specifically includes,
      without limitation, any claim which the Executive has or has had under Title
      VII
      of the Civil Rights Act of 1964, as amended, the Age Discrimination in
      Employment Act, as amended (“ADEA”), the Americans with Disabilities Act, as
      amended, and the Employee Retirement Income Security Act of 1974, as amended,
      the Fair Labor Standards Act, the Civil Rights Act of 1991, the Equal Pay Act,
      the Civil Rights Act of 1966, the Famil and Medical Leave Act, 42 U.S.C. § 1981,
      the Veteran’s Readjustment Act of 1974, and the Rehabilitation Act of 1973.


     

    It
      is
      understood and agreed that the above waiver of benefits and claims do not
      include a waiver of the right to payment of any vested, nonforfeitable benefits
      to which the Executive or a beneficiary of the Executive may be entitled under
      the terms and provisions of any employee benefit plan of the Bank or WGNB which
      have accrued as of the termination date and does not include a waiver of the
      right to benefits and payment of consideration to which the Executive may be
      entitled under the Employment Agreement. The Executive acknowledges that he
      is
      only entitled to the severance benefits and compensation set forth in the
      Employment Agreement, and that all other claims for any other benefits or
      compensation are hereby waived, except those expressly stated in the preceding
      sentence.

     

    
      
         

      

      
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          19

        
          

        

      

      
         

      

    

     

    This
      paragraph shall apply only if the Executive has attained age 40 or over at
      the
      time of his termination of employment. The Executive hereby acknowledges that
      he
      is knowingly and voluntarily waiving and releasing any rights he may have under
      ADEA and that the consideration given under the Employment Agreement for this
      General Release is in addition to anything of value to which he was already
      entitled. He further acknowledges that he has been advised by this writing,
      as
      required by the ADEA, that: (A) the waiver and release do not apply to any
      rights or claims that may arise on or after the date he executes this Release;
      (B) he has the right to consult with an attorney prior to executing this
      Release; (C) he has twenty-one (21) days to consider this Release (although
      he
      may choose to voluntarily execute this Release earlier); (D) he has seven (7)
      days following his execution of this Release to revoke the Release; and (E)
      this
      Release shall not be effective until the date upon which the revocation period
      has expired, which shall be the eighth day after he executes this
      Release.

     

    Agreed
      to, acknowledged and executed by the Executive this ___________ day of
      ____________________, 20______.

     

    
      	 	 	 
	
            	
            	
            
	 	
              
RANDALL
              F. EAVES 
	 	
            


    

     

    
      
         

      

      
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          20

        
          

        

      

      
         

      

    


     

    EXHIBIT
      “B”

     

    APPROVED
      INVESTMENTS PURSUANT TO SECTION 2.2

     

    
      
         

      

      
        Page
          21