**Exhibit 10.31**
**BONUS AND STOCK OPTION AGREEMENT**
     This Bonus and Stock option Agreement (“Agreement”) is made and entered into effective as ofthe 27th day of December, 2004, by and between WGNB CORP. a Georgia corporation (“Corporation”),and William R. Whitaker, a resident of the State of Georgia (“Individual”).
     WHEREAS, Individual is an employee and officer of the Corporation’s wholly-owned subsidiary,West Georgia National Bank, a national banking association (“Bank”); and
     WHEREAS, the Board of Directors of the Corporation has adopted resolutions approving theadoption of a plan providing for the payment of a bonus in the form of cash and the grant of stockoptions to individual; and
     WHEREAS, the terms and conditions of this Agreement are in addition to any and all agreementsrelating to the employment of Individual by the Corporation or its subsidiaries, including, but notlimited to, the employee bonus plan implemented by the Corporation (“Corporation Plan”) and theemployment relationship by and between Individual and the Bank.
     NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein andother good and valuable consideration, the receipt, adequacy and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:
**SECTION 1. — CASH BONUS**
     In addition to the annual salary paid by the Corporation to Individual pursuant to theemployment relationship between such parties, and the bonus due to Individual pursuant to theemployee bonus program of the Corporation, Corporation agrees to pay to Individual in considerationfor services rendered as Senior Vice President, Retail Banking of the Bank, an annual cash bonus,commencing with a bonus calculated as to the period ended December 31, 2004, in an amount to bedetermined as follows:
1.1  The annual cash bonus shall be a performance-based calculation with the performance criteriafor each applicable year to be (a) the return on assets (“ROA”) of the Corporation, asdetermined before the calculation of the amounts due to all individuals participating in Bonusand Stock Option Agreements with the Corporation pursuant to this Section 1, but after thecalculation of profit sharing due pursuant to the Corporation Plan and after the determinationof federal and state income taxes based on the Corporation’s consolidated financial statementsprepared in conformance with the uniform bank performance ratios promulgated by the FederalFinancial Institutions Examining Council, applied on a consistent basis as determined by theCorporation’s independent certified public account (“Financial Statements”), (b) the then mostrecent Community Reinvestment Act Rating (the “CRA Rating”) of the Bank, (c) loan growth ofthe Bank, (d) past due loans expressed as a percentage of gross loans, (e) net loancharge-offs as a percentage of average net loans, (f) criticized assets as a percentage ofcapital, and (g) classified assets
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   of the Bank, all as determined pursuant to the terms and conditions of Exhibit “A” attachedhereto and incorporated herein by reference. 1.2  Individual shall aggregate points on an annual basis based upon specific levels of ROA of theCorporation, CRA Rating of the Bank and the factors set forth in Section 1.1 (a) through 1.1(g) of this Agreement. The points to be aggregated by Individual for each year for thepurpose of the bonus calculation set forth above will be determined in accordance with theschedule set forth in Exhibit “A”. The percentages applicable to the provisions of Exhibit“A” shall be rounded as set forth on Exhibit “A”. The bonus due to individual for eachapplicable year shall be equal to (a) the aggregate number of points accrued for theapplicable year, divided by (b) 80, (c) multiplied by .75 and (d) the resulting quotient willconstitute a percentage which will be multiplied by Corporation’s net income as determined inSection 1.1(a). The resulting product shall constitute the cash bonus due to Individual forthe applicable year (“Cash Bonus”). Exhibit “B” attached hereto exemplifies the method setforth in this Agreement for determining the Cash Bonus for the period ended December 31, 2004.Exhibit “B” is provided solely as an example and the calculations set forth on Exhibit “B” donot represent any obligation or projection of the Corporation relating to the Cash Bonus dueto Individual pursuant to this Section 1 or the options due to Individual pursuant to Section2 of this Agreement. 1.3  Once per calendar quarter, Individual shall be allowed to receive an advance against theamount of the Cash Bonus due to Individual for the applicable calendar year in an amount notto exceed 50% of the anticipated Cash Bonus attributable to such calendar quarter, asdetermined by the Board of Directors or the Executive Committee of the Corporation in its solediscretion. During the month of December Individual will be advanced ninety percent (90%) oftheir estimated annual bonus, less the cumulative amount of quarterly withdrawals.Individual’s W-2 form, for the current year will include that amount. The Corporation willdistribute the remainder of Individual’s bonus (and include it in reportable taxable incomefor the following year) when the bonus calculation is finalized and verified early in theFirst quarter of the following year. In the event the aggregate amount of advances paid toIndividual against the Cash Bonus due for a calendar year exceeds the actual amount of theCash Bonus due to Individual for such year pursuant to Section 1.2, Individual shall remit theresulting excess amount to the Corporation not later than 15 days after calculation of theamount due. In the event the amount advanced against the Cash Bonus to Individual for acalendar year is less than the Cash Bonus due to Individual for such year, the remainingamount due to Individual shall be paid within 15 days after calculation of the amount due. Inthe event Individual terminates employment with the Bank for any reason (other than death ordisability) during a particular calendar year, this Agreement shall terminate and Individualshall be entitled only to the amount of Cash Bonus already paid for that year, plus any unpaidamounts attributable to prior years. In the event individual’s employment with the bankterminates by reason of death or disability, Individual’s estate (or in the case ofdisability, Individual) shall be entitled to a pro rata portion of the Cash Bonus determinedunder the method set forth above, based on the portion of the applicable year that Individualwas employed by the Bank.
**SECTION 2. — STOCK OPTION**
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2.1  Corporation grants to Individual the option to acquire shares of the common stock ofCorporation on an annual basis (“Option Shares”), pursuant to the WGNB Corp. 2003 StockIncentive Plan (“ISO Plan”) in an amount equal to two (2) times the quotient (rounded to thenearest whole share) which shall be determined by dividing (a) the Cash Bonus due toIndividual pursuant to Section 1 for the applicable year, by (b) the Market Value Per share ofthe common stock of Corporation as the volume weighted average closing price for the ninetycalendar day period ending with the date of the grant, except that the grant date price shallbe taken as of within an hour before the time of the grant All Option Shares granted toIndividual shall be subject to and governed by the terms and conditions of the 2003 ISO Planand a Stock Option Agreement in the form attached to the Bonus and Stock Option Agreement asExhibit “C” and incorporated therein by reference.
**SECTION 3. — TERM**
3.1  This Agreement shall be effective as of the date first indicated above and shall beterminable at any time by written notice of either party to the other party.
**SECTION 4. — MISCELLANEOUS**
4.1  Neither the obligation of the Corporation to pay to Individual the Cash Bonus pursuant toSection 1 of this Agreement, nor the grant of the option to acquire common stock of theCorporation pursuant to Section 2 of this Agreement confers any right upon Individual withrespect to the continuation of employment with the Corporation. Nothing contained hereinshall be construed as interfering with or restricting the right of the Corporation or ofIndividual to terminate employment at any time, with or without cause. 4.2  Notwithstanding any provision of this Agreement to the contrary, in the event (a) the CRARating of the Bank for any calendar year of this Agreement is “Needs to Improve” or“Substantial Noncompliance”, (b) the percentage of past due loans, as determined in accordancewith Exhibit “A”, is 7.01% or greater for any calendar year of the Agreement, (c) thepercentage of net loan charge-offs as determined by Exhibit “A” is 1.01% or greater for anycalendar year of this Agreement, or (d) the percentage of classified assets as a percent ofcapital is 39.01% or greater for any calendar year of this Agreement, then, in such event, foras long as such condition set forth in (a) through (d) inclusive, remains in effect,Individual shall not be entitled to receive and the Corporation shall not be required to pay aCash Bonus for such year or years pursuant to Section 1 and the Corporation shall have noobligation to grant a stock option for such year or years pursuant to Section 2 of thisAgreement. 4.3  Any notices or other communications to any party pursuant to or relating to this Agreementand the transactions provided for herein shall be deemed to be given, delivered or receivedwhen delivered personally or three days after being deposited in the United States Mail,registered or certified, with proper postage and registration and certification fees prepaid,addressed to the parties for whom intended at the addresses indicated for each party as setforth below:
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   COMPANY INDIVIDUALWGNB Corp. William R. Whitaker201 Maple Street 615 Horseshoe Bend RoadP.O. Box 280 Carrollton, GA 30116Carrollton, GA 30117  Attn: Chief Executive Officer  
4.4  This Agreement shall be governed by the laws of the State of Georgia. 4.5  This Agreement may be executed with counterpart signature pages, all of which together shallconstitute one and the same Agreement. 4.6  The terms of this Agreement, including the right and obligations of the parties hereunder,shall not supersede or amend any additional agreement of the parties with respect to theemployment of Individual by Corporation or any compensation for services performed under suchagreements, including, but no limited to, the consideration paid pursuant to the employmentrelationship between the Bank and Individual and any employee bonus plan utilized byCorporation. This Agreement shall inure to the benefit of and be enforceable by and bindingupon the successors and assigns of each party, including the personal or legalrepresentatives, executors, administrators, heirs and legatees of Individual. 4.7  This Agreement may be amended in any manner at any time by the Board of Directors, or theExecutive Committee, of the Corporation, provided, however, that no amendment shall affectIndividual’s right to receive any Cash Bonus accrued by the Corporation prior to the date ofsuch amendment. No amendment, modification or alteration of the terms or provisions of thisAgreement shall be binding unless the same shall be in writing and duly executed by theCorporation. 4.8  Time is of the essence of this Agreement.
     IN WITNESS WHEREOF, the undersigned have executed this Agreement the day and year firstwritten above.           **ATTEST:**   **WGNB CORP.**             By:     By:              Its:     Its:                         **WITNESS:**   **WILLIAM R. WHITAKER**                                          
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