exhibit10_21.htm


     SECOND
AMENDMENT

    TO
THE

    MCINTOSH
STATE BANK

    SALARY
CONTINUATION AGREEMENT

    DATED
DECEMBER 19, 2002

    AND
AMENDED JANUARY 9, 2007

    FOR

    WILLIAM
K. MALONE


    


    THIS SECOND AMENDMENT is adopted this
30th day of November, 2008, by and between MCINTOSH STATE BANK, a
state-chartered commercial bank located in Jackson, Georgia (the “Company”), and
WILLIAM K. MALONE (the “Executive”).

    


    The Company and the Executive executed
the Salary Continuation Agreement on December 19, 2002 effective as of January
1, 2003, and executed a First Amendment on January 9, 2007 (the
“Agreement”).

    


    The undersigned hereby amend the
Agreement to reflect the final 409A Treasury Regulations. Therefore, the
following changes shall be made:

    


    Section
1.1 of the Agreement shall be deleted in its entirety and replaced by the
following:

    


    
      	
              1.1

            	
              “Change in
      Control” means a change in the ownership or effective control of
      the Company or any entity which is the majority shareholder of the
      Company, or in the ownership of a substantial portion of the assets of the
      Company or any entity which is the majority shareholder of the Company, as
      such change is defined in Section 409A of the Code and regulations
      thereunder.

            


    

    


    Section
1.3 of the Agreement shall be deleted in its entirety and replaced by the
following:

    


    
      	
              1.3

            	
              “Disability”
      means the Executive: (i) is unable to engage in any substantial gainful
      activity by reason of any 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; or (ii)
      is, by reason of any 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, receiving income
      replacement benefits for a period of not less than three (3) months under
      an accident and health plan covering employees or directors of the
      Company.  Medical determination of Disability may be made by
      either the Social Security Administration or by the provider of an
      accident or health plan covering employees or directors of the Company
      provided that the definition of “disability” applied under such disability
      insurance program complies with the requirements of the preceding
      sentence.  Upon the request of the plan administrator, the
      Executive must submit proof to the plan administrator of the Social
      Security Administration’s or the provider’s determination.

            


    

     

    Sections
2.4, 2.4.1 and 2.4.2 of the Agreement shall be deleted in their entirety and
replaced by the following:

    


    
      	
              2.4  

            	
              Disability
      Benefit.  If the Executive experiences Disability prior
      to Normal Retirement Age, the Bank shall distribute to the Executive the
      benefit described in this Section 2.4 in lieu of any other benefit under
      this Article.

            


    

    


    
      	
                    
      2.4.1

            	
              Amount of
      Benefit.  The benefit under this Section 2.4 is the
      Disability Annual Benefit set forth on Schedule A for the Plan Year ending
      immediately prior to the date on which Disability first occurs, determined
      by vesting the Executive in one hundred percent (100%) of the Benefit
      Level set forth on Schedule A.

            


    

    


    
      	
                   
      2.4.2

            	
              Distribution of
      Benefit.  The Company shall pay the annual benefit to the
      Executive in twelve (12) equal monthly installments commencing on the
      first day of the month following the first occurrence of
      Disability.  The annual benefit shall be distributed to the
      Executive for eighteen (18) years.

            


    

    


    IN WITNESS OF THE ABOVE, the
Company and the Executive hereby consent to this Second Amendment.

     

    Executive:                                                                                     MCINTOSH
STATE BANK


    


    /s/  William K.
Malone                                                       
        By /s/  James P.
Doyle

    WILLIAM
K.
MALONE                                                        
   Title    Executive Vice
President