<PAGE>
                                                                   EXHIBIT 10.6

                           WEST GEORGIA NATIONAL BANK

April 11, 2002

H.B. Lipham, III
4450 Oliver Lane
Douglasville, Georgia 30135

     Re:      WEST GEORGIA NATIONAL BANK ("WGNB") EMPLOYMENT OF H.B. LIPHAM, III
              ("EMPLOYEE")

Dear Mr. Lipham:

         The purpose of this letter is to set forth the new terms upon which
WGNB agrees to employ you and under which you agree to be employed at WGNB. In
that regard, please consult the letter agreement between you and WGNB dated
August 31, 2000. This letter shall be treated as an amendment to that letter
agreement pursuant to the "Miscellaneous" section of that letter agreement. The
letter agreement shall remain in full force and effect, except as amended
below:

         SERVICES. The services you will now perform for WGNB are as follows:
Executive Vice President of Retail Banking as described in the attached Job
Description (Exhibit "A"). Of course your responsibilities may change from time
to time based on determinations made by the Board of Directors or more senior
officers. At this time, you will report to L. Leighton Alston, Chief Executive
Officer.

         TERM. This Agreement is for a term of two years from the above date
and may be extended for one additional year if neither party gives notice of
termination more 90 days before the expiration of the initial term.

         COMPENSATION AND BENEFITS. From the time you agree to the terms of
this letter until such time that this letter is amended or such time that your
employment is terminated, WGNB will pay you for your services at a rate of
$104,000 annually. (All other terms of "Compensation and Benefits" from the
letter agreement remain in full force and effect.)

         IMPACT OF TERMINATION CAUSE UPON SEVERANCE COMPENSATION. If you are
terminated without cause you shall receive upon such termination a lump-sum
payment equal to two years compensation, including salary and benefits. (All
other terms of "Impact of Termination Cause Upon Severance Compensation" from
the letter agreement remain in full force and effect.)

         If you agree with the terms of this letter, please signify by signing
below.

                                          Sincerely,
                                          West Georgia National Bank

                                          /s/ L. Leighton Alston

                                          By: L. LEIGHTON ALSTON
                                          Its:     CHIEF EXECUTIVE OFFICER

Agreed to and accepted, this 30th day of May, 2002.

         /s/ H. B. Lipham , III


<PAGE>


                                  EXHIBIT "A"

                           WEST GEORGIA NATIONAL BANK
                                JOB DESCRIPTION
                                 FEBRUARY, 2002

          JOB TITLE: EXECUTIVE VICE PRESIDENT RETAIL BANKING DIVISION

--------------------------------------------------------------------------------

JOB CODE: E 108
DEPARTMENT: RETAIL
REPORTS TO: CHIEF EXECUTIVE OFFICER

APPROVED BY: L.L. ALSTON            DATE:   4/12/02

--------------------------------------------------------------------------------
SUMMARY:

This Senior-Management position oversees/directly coordinates
activities/functions for the following responsible management positions:

         (1) All Branch Managers and Branch Officers
         (2) All Consumer and Branch Loan Officers
         (3) Retail Banking Manager
         (4) Security Officer
         (5) Marketing/Advertising
         (6) Director of Human Resources

Accomplished through and by identifying/defining measurable objectives to
ensure profitability for the bank, growth of loans and deposits, increased
non-interest fee income, consistent delivery of quality customer service and
development of employees.

Responsible for retail products/services development and appropriate delivery,
credit insurance profitability and retail loan/deposit rates. This position
also oversees ATM functions, check card product and appropriate responsibility
center budget variances.

Responsible for organizing, planning and directing the bank's consumer and
branch loan portfolio and the management of the consumer and branch loan
functions.

Directs/manages the marketing and advertising functions utilizing appropriate
means within defined budget.

ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may
be assigned. Has responsibility for:

Developing measurable short- and long-term goals and objectives of the Consumer
Loan Department, Branch Managers, Branch Officers, Retail Banking Manager,
Security Officer and Director of Human Resources.


                                      -2-
<PAGE>

Maintaining a positive work environment, which will be profitable and meet the
needs of customers through conferring with senior management and subordinate
officers on a regular basis in order to plan business objectives and coordinate
functions between intra-office and inter-office departments.

Representing the bank and providing leadership in key community activities,
including business, charitable, civic and social organizations to maintain
proper citizen stature for the bank.

Providing advice and guidance to officers engaged in loan activities and
approval within policy authorities. At times of heavy business, assisting
lending staff with reviewing and/or taking loan applications, analyzing credit
risks and preparing loan requests over lending authority for presentation to
the Executive Loan Committee with recommendation. Ensuring all staff maintains
proper documentation and processing procedures. Oversees the collection process
on delinquent/problem credits. Consulting with other loan officers bankwide on
larger and more complex credits.

Establishing consumer and branch lending policies and operating procedures that
are consistent with overall bank policies and operations objectives. Working
closely with Consumer and Branch Loan Officers, keeping them informed of
changes in policies and procedures and ensuring that they and their staff are
well-trained in the lending function.

Participating in sales development activities. Cross-sells services in a
professional manner. Participates in community affairs to increase the bank's
visibility and to enhance new business opportunities.

Following current loans to ensure compliance with terms; coordinating lending
activities with others in the bank.

Keeping informed of market conditions and competitive interest rates to
implement changes in the bank's rate structure. Revises departmental goals and
objectives based on changes in market conditions and other factors.

Monitoring loan repayment activities and takes necessary action to collect from
past due accounts, resolving delinquent loans and problem accounts to establish
current basis.

Working with loan documentation clerk on tracking reports to eliminate
deficiencies.

Encouraging the growth and professional development of officers through
supervision and direction of their activities. Reviews loans maintaining
compliance with all applicable laws and regulations concerning lending policies
and procedures.

Continually reviewing journals, articles, publications, and other material to
review regulatory legal changes pertinent to the consumer lending operation and
to ensure that departmental policies and procedures comply with all applicable
laws and regulations.

Providing and analyzing detailed information for preparing the department
budget including projected volume, rate of return and expenditures.


                                      -3-
<PAGE>

Overseeing all aspects of the retail banking function and origination
responsibility from initiating new products and services to final
implementation. Responsible for functions and profitability of department, i.e.
credit card, retail sales, home equity, ATMs, check card, merchant bankcard,
retail loan products, etc.

Overseeing marketing/advertising functions for the bank, includes but not
limited to coordinating all advertising media utilization, image development
and delivery, marketing promotional items, etc.

Developing sales-training to improve point-of-sale skills of all retail
customer contact employees.

Setting objectives and monitoring progress in achieving goals for all direct
report officers.

Leading Director of Human Resources in maintaining a quality work force that is
fairly compensated, trained properly and given opportunities to advance within
the bank.

SUPERVISORY RESPONSIBILITIES:

Manages subordinate supervisors who may supervise employees in the consumer
lending area. Is responsible for the overall direction, coordination, and
evaluation of this unit. Also, may directly supervise non-supervisory
employees.

Carries out supervisory responsibilities in accordance with the organization's
policies and applicable laws. Responsibilities include interviewing, hiring,
and training employees; planning, assigning, and directing work; appraising
performance; rewarding and disciplining employees; addressing complaints and
resolving problems.

CRA REQUIREMENT:

All personnel are expected to understand the bank's obligations under the
Community Reinvestment Act and how to fulfill them. All employees shall
cooperate with and support the bank's CRA program. Staff will be held
accountable for any lack of cooperation that weakens the bank's CRA
performance, as reflected in internal audits, agency examinations and/or
community protests.

PRODUCT KNOWLEDGE REQUIREMENTS:

It is the responsibility of all personnel to know and understand the bank's
products and services that are provided and give information to customers when
requested to do so.

QUALIFICATION REQUIREMENTS:

To perform this job successfully, an individual must be able to perform each
essential duty satisfactorily. The requirements listed below are representative
of the knowledge, skill, and/or ability required. Reasonable accommodations may
be made to enable individuals with disabilities to perform the essential
functions.


                                      -4-
<PAGE>

         EDUCATION AND/OR EXPERIENCE:

         A technical level of knowledge normally acquired through completion of
         a master's level program in business administration, finance or
         related area. Five to ten years of progressively increasing
         responsible branch management, commercial and consumer lending
         experience.

         LANGUAGE SKILLS:

         Ability to read, analyze, and interpret general business periodicals,
         professional journals, technical procedures, policy procedures or
         governmental regulations. Ability to write reports, business
         correspondence, and procedure manuals. Ability to effectively present
         information and respond to questions from groups of managers, clients,
         customers, and the general public. A high level of interpersonal
         skills to effectively communicate policies, procedures, staff
         objectives and information to top management, public groups and/or
         boards of directors.

         MATHEMATICAL SKILLS:

         Good analytical skills with problem solving abilities. Ability to work
         with mathematical concepts such as probability and statistical
         inference, and fundamentals of cash flow and financial analysis.
         Ability to apply concepts such as fractions, percentages, ratios, and
         proportions to practical situations. The analytical ability to conduct
         an analysis of an applicant's credit status and recommend alternatives
         where the analysis reveals an insufficient financial posture.

         REASONING ABILITY:

         A high level of analytical, mathematical and reasoning skills to
         assess and evaluate the operation of subordinate areas of
         responsibility, participate in the establishing of bank-wide goals and
         draft useful reports. Ability to solve practical problems and deal
         with a variety of concrete variables in situations where only limited
         standardization exists. Ability to interpret a variety of instructions
         furnished in written, oral, diagram, or schedule form.

CERTIFICATES, LICENSES, REGISTRATIONS:

Preferred Graduate of LSU School of Banking of the South or Georgia School of
Banking. Various BAI or AIB bank related courses are helpful.

OTHER SKILLS AND ABILITIES:

Possesses personal characteristics of intelligence, common sense,
inquisitiveness, listening skills, decisiveness, results oriented,
self-motivator, high level of confidence, manager of time, shows attention to
details, ease in dealing with numbers, negotiation skills, maturity, integrity,
adaptability, sense of humor and a student of human nature.


                                      -5-
<PAGE>

PHYSICAL DEMANDS:

The physical demands described here are representative of those that must be
met by an employee to successfully perform the essential functions of this job.
Reasonable accommodations may be made to enable individuals with disabilities
to perform the essential functions.

While performing the duties of this job, the employee is regularly required to
sit and talk or hear. The employee frequently is required to use hands to
handle or feel objects or controls. The employee is occasionally required to
stand and walk.

Specific vision abilities required by this job include close vision, distance
vision, peripheral vision, and the ability to adjust focus.

WORK ENVIRONMENT:

The work environment characteristics described here are representative of those
an employee encounters while performing the essential functions of this job.
Reasonable accommodations may be made to enable individuals with disabilities
to perform the essential functions.

The noise level in the work environment is usually quiet. May occasionally be
exposed to outside weather conditions while viewing collateral.

Exposed to potentially hazardous conditions, i.e., robbery. Receives detailed
instructions concerning procedures to be followed for minimal exposure.


                                      -6-