UNITED
STATES OF AMERICA
 BEFORE
THE
 BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM
 WASHINGTON,
D.C.
 Written
      Agreement by and betweenDocket
      No. 09-094-WA/RB-HCWGNB
      CORP.Carrollton,
      GeorgiaandFEDERAL
      RESERVE BANK OFATLANTAAtlanta,
      Georgia
  WHEREAS,
WGNB Corp., Carrollton, Georgia (“WGNB”), a registered bank holding company,
owns and controls First National Bank of Georgia, Carrollton, Georgia (the
“Bank”), a national bank, and a nonbank subsidiary;
  WHEREAS,
it is the common goal of WGNB and the Federal Reserve Bank of Atlanta (the
“Reserve Bank”) to maintain the financial soundness of WGNB so that WGNB may
serve as a source of strength to the Bank;
  WHEREAS,
WGNB and the Reserve Bank have mutually agreed to enter into this Written
Agreement (the “Agreement”); and
  WHEREAS,
on July 14,
2009, the board of directors of WGNB, at a duly constituted meeting,
adopted a resolution authorizing and directing H.B. Lipham, III to enter into
this Agreement on behalf of WGNB, and consenting to compliance with each and
every provision of this Agreement by WGNB and its institution-affiliated
parties, as defined in sections 3(u) and 8(b)(3) of the Federal Deposit
Insurance Act, as amended (the “FDI Act”) (12 U.S.C. §§ 1813(u) and
1818(b)(3)).
  
  NOW,
THEREFORE, WGNB and the Reserve Bank agree as follows:
  Dividends
and Distributions
  1.     (a)     WGNB
shall not declare or pay any dividends without the prior written approval of the
Reserve Bank and the Director of the Division of Banking Supervision and
Regulation (the “Director”) of the Board of Governors of the Federal Reserve
System (the “Board of Governors”).
  (b)     WGNB
shall not directly or indirectly take dividends or any other form of payment
representing a reduction in capital from the Bank without the prior written
approval of the Reserve Bank.
  (c)     WGNB
and its nonbank subsidiary shall not make any distributions of interest,
principal, or other sums on subordinated debentures or trust preferred
securities without the prior written approval of the Reserve Bank and the
Director.
  (d)     All
requests for prior approval shall be received by the Reserve Bank at least 30
days prior to the proposed dividend declaration date, proposed distribution on
subordinated debentures, and required notice of deferral on trust preferred
securities. All requests shall contain, at a minimum, current and projected
information on WGNB’s capital, earnings, and cash flow; the Bank’s capital,
asset quality, earnings, and allowance for loan and lease losses (“ALLL”); and
identification of the sources of funds for the proposed payment or distribution.
For requests to declare or pay dividends, WGNB must also demonstrate that the
requested declaration or payment of dividends is consistent with the Board of
Governors’ Policy Statement on the Payment of Cash Dividends by State Member
Banks and Bank Holding Companies, dated November 14,1985 (Federal Reserve
Regulatory Service, 4-877 at page 4-323).
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  Debt
and Stock Redemption
  2.     (a)     WGNB
and any nonbank subsidiary shall not, directly or indirectly, incur, increase,
or guarantee any debt without the prior written approval of the Reserve Bank.
All requests for prior written approval shall contain, but not be limited to, a
statement regarding the purpose of the debt, the terms of the debt, and the
planned source(s) for debt repayment, and an analysis of the cash flow resources
available to meet such debt repayment.
  (b)     WGNB
shall not, directly or indirectly, purchase or redeem any shares of its stock
without the prior written approval of the Reserve Bank.
  Capital
Plan
  3.     Within
60 days of this Agreement, WGNB shall submit to the Reserve Bank an acceptable
written plan to maintain sufficient capital at WGNB, on a consolidated basis,
and at the Bank, as a separate legal entity on a stand-alone basis. The plan
shall, at a minimum, address, consider, and include:
  (a)     The
consolidated organization’s and the Bank’s current and future capital
requirements , including compliance with the Capital Adequacy Guidelines for
Bank Holding Companies: Risk-Based Measure and Tier 1 Leverage Measure,
Appendices A and D of Regulation Y of the Board of Governors (12 C.F.R. Part
225, App. A and D), and the applicable capital adequacy guidelines for the Bank
issued by the Bank’s federal regulator;
  (b)     the
adequacy of the Bank’s capital, taking into account the volume of classified
credits, concentrations of credit, ALLL, current and projected asset growth, and
projected  retained earnings;
  (c)     the
source and timing of additional necessary funds to fulfill the consolidated
organization’s and the Bank’s future capital requirements;
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  (d)     supervisory
requests for additional capital at the Bank or the requirements of any
supervisory action imposed on the Bank by its federal regulator;
and
  (e)     the
requirements of section 225.4(a) of Regulation Y of the Board of Governors (12
C.F.R. § 225.4(a)) that WGNB serve as a source of strength to the
Bank.
  4.     WGNB
shall notify the Reserve Bank, in writing, no more than 30 days after the end of
any quarter in which any of the consolidated organization’s or the Bank’s
capital ratios (total risk-based, Tier 1, or leverage) fall below the plan’s
minimum ratios. Together with the notification, WGNB shall submit an acceptable
capital plan that details the steps WGNB will take to increase the consolidated
organization’s or the Bank’s capital ratios to or above the plan’s
minimums.
  Affiliate
Transactions
  5.     (a)     WGNB
shall take all necessary actions to ensure that the Bank complies with sections
23A and 23B of the Federal Reserve Act (12 U.S.C. §§ 371c and 371c-l) and
Regulation W of the Board of Governors (12 C.F.R. Part 223) in all transactions
between the Bank and its affiliates, including but not limited to WGNB and its
nonbank subsidiary.
  (b)     WGNB
and its nonbank subsidiary shall not cause the Bank or any other depository
institution subsidiary of WGNB to violate any provision of sections 23A and 23B
of the Federal Reserve Act or Regulation W of the Board of
Governors.
  Compliance
with Laws and Regulations
  6.     (a)     In
appointing any new director or senior executive officer, or changing the
responsibilities of any senior executive officer so that the officer would
assume a different senior executive officer position, WGNB shall comply with the
notice provisions of section 32 of the FDI Act (12 U.S.C. § 1831i) and Subpart H
of Regulation Y of the Board of Governors (12 C.F.R. §§ 225.71 et
seq.).
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  (b)     WGNB
shall comply with the restrictions on indemnification and severance payments of
section 18(k) of the FDI Act (12 U.S.C. § 1828(k)) and Part 359 of the Federal
Deposit Insurance Corporation’s regulations (12 C.F.R. Part 359).
  Progress
Reports
  7.Within
30 days after the end of each calendar quarter following the date of this
Agreement, the board of directors shall submit to the Reserve Bank written
progress reports detailing the form and manner of all actions taken to secure
compliance with the provisions of this Agreement and the results thereof, and a
parent company only balance sheet, income statement, and, as applicable, a
report of changes in stockholders’ equity.
  Approval
and Implementation of Plan
  8.     (a)     WGNB
shall submit a written capital plan that is acceptable to the Reserve Bank
within the applicable time period set forth in paragraph 3 of this
Agreement.
  (b)     Within
10 days of approval by the Reserve Bank, WGNB shall adopt the approved capital
plan. Upon adoption, WGNB shall promptly implement the approved plan and
thereafter fully comply with it.
  (c)     During
the term of this Agreement, the approved capital plan shall not be amended or
rescinded without the prior written approval of the Reserve Bank.
  Communications
  9.     All
communications regarding this Agreement shall be sent to:
 (a)
                      Mr.
      Robert D. Hawkins
                        Assistant
      Vice President
                        Federal
      Reserve Bank of Atlanta
                        1000
      Peachtree Street, N.E.
                        Atlanta,
      Georgia
30309-4470
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  (b)
                    Mr.
      H.B. Lipham, III
                      President
      and Chief Executive Officer
                      WGNB
      Corp.
                      201
      Maple Street
                      Carrollton,
      Georgia 30177
  Miscellaneous
  10.     
Notwithstanding any provision of this Agreement, the Reserve Bank may, in its
sole discretion, grant written extensions of time to WGNB to comply with any
provision of this Agreement.
  11.     
The provisions of this Agreement shall be binding upon WGNB and its
institution-affiliated parties, in their capacities as such, and their
successors and assigns.
  12.     
Each provision of this Agreement shall remain effective and enforceable until
stayed, modified, terminated, or suspended in writing by the Reserve
Bank.
  13.     
The provisions of this Agreement shall not bar, estop, or otherwise prevent the
Board of Governors, the Reserve Bank, or any other federal or state agency from
taking any other action affecting WGNB, the Bank, any nonbank subsidiary of
WGNB, or any of their current or former institution-affiliated parties and their
successors and assigns.
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  14.     Pursuant
to section 50 of the FDI Act (12 U.S.C. § 1831aa), this Agreement is enforceable
by the Board of Governors under section 8 of the FDI Act (12 U.S.C. §
1818).
  IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the 10 day of August, 2009.
 WGNB
      CORP.
                  FEDERAL
      RESERVE BANK OFATLANTABy:
                  /s/ H.B.
      Lipham, III
                  
                  By:
                  /s/ Robert
      D. HawkinsH.B.
      Lipham, III
                    President
      and Chief Executive Officer
                  Robert
      D. Hawkins
                    Assistant
      Vice President
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