Exhibit 10.11
                                 LIFE INSURANCE

                      ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                                    AGREEMENT


Insurer:

Policy  Number:

Bank:                                    Cherokee  Bank

Insured:

Relationship  of  Insured  to  Bank:     Executive


The  respective  rights  and  duties  of  the  Bank  and  the  Insured  in  the
above-referenced  policy  shall  be  pursuant  to  the  terms  set  forth below:

I.   DEFINITIONS

     Refer  to  the  policy  contract  for  the  definition of all terms in this
     Agreement.

II.  POLICY  TITLE  AND  OWNERSHIP

     Title and ownership shall reside in the Bank for its use and for the use of
     the  Insured  all in accordance with this Agreement. The Bank alone may, to
     the extent of its interest, exercise the right to borrow or withdraw on the
     policy  cash  values. Where the Bank and the Insured (or assignee, with the
     consent  of  the  Insured) mutually agree to exercise the right to increase
     the  coverage  under  the subject Split Dollar policy, then, in such event,
     the  rights,  duties and benefits of the parties to such increased coverage
     shall  continue  to  be  subject  to  the  terms  of  this  Agreement.

III. BENEFICIARY  DESIGNATION  RIGHTS

     The  Insured  (or  assignee)  shall have the right and power to designate a
     beneficiary or beneficiaries to receive the Insured's share of the proceeds
     payable  upon  the  death of the Insured, and to elect and change a payment
     option  for such beneficiary, subject to any right or interest the Bank may
     have  in  such  proceeds,  as  provided  in  this  Agreement.


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IV.  PREMIUM  PAYMENT  METHOD

     The  Bank  shall  pay an amount equal to the planned premiums and any other
     premium  payments  that might become necessary to keep the policy in force.

V.   TAXABLE  BENEFIT

     Annually  the  Insured  will receive a taxable benefit equal to the assumed
     cost of insurance as required by the Internal Revenue Service. The Bank (or
     its  administrator) will report to the Insured the amount of imputed income
     each  year  on  Form  W-2  or  its  equivalent.

VI.  DIVISION  OF  DEATH  PROCEEDS

     Subject to Paragraphs VII and IX herein, the division of the death proceeds
     of  the  policy  is  as  follows:

     A.   Should  the  Insured be employed by the Bank at the time of death, the
          Insured's  beneficiary(ies),  designated  in accordance with Paragraph
          III,  shall  be entitled to an amount equal to twenty percent (20%) of
          the net-at-risk insurance portion of the proceeds, plus the percentage
          set forth hereinbelow that corresponds to the number of full years the
          Insured  has been employed by the Bank from the Effective Date of this
          Agreement  (to a maximum of 80%). The net-at-risk insurance portion is
          the  total  proceeds  less  the  cash  value  of  the  policy.

               Number  of             Additional  Percentage  of
               Full  Years            Split  of  Net-At-Risk
               -----------            ----------------------
               1-6                    10%  per  year  to  a  maximum  of  80%

     B.   Should  the  Insured not be employed by the Bank at the time of his or
          her  death,  the  Insured's beneficiary(ies), designated in accordance
          with  Paragraph  III, shall be entitled to the percentage as set forth
          hereinbelow  of  the  proceeds  described in Subparagraph VI (A) above
          that  corresponds  to  the  number  of full years the Insured has been
          employed  by  the  Bank  since  the  date  of  first  employment.

               Total  Years
               of  Employment
               with  the  Bank               Vested  (to  a  maximum  of  100%)
               ---------------               ----------------------------------
                                                   1-10     10%  per  year

     C.   The  Bank  shall  be  entitled  to  the  remainder  of  such proceeds.

     D.   The  Bank  and  the Insured (or assignees) shall share in any interest
          due on the death proceeds on a pro rata basis as the proceeds due each
          respectively bears to the total proceeds, excluding any such interest.

VII. DIVISION  OF  THE  CASH  SURRENDER  VALUE  OF  THE  POLICY

     The  Bank shall at all times be entitled to an amount equal to the policy's
     cash value, as that term is defined in the policy contract, less any policy
     loans  and  unpaid  interest or cash withdrawals previously incurred by the
     Bank  and  any  applicable  surrender  charges.  Such  cash  value shall be
     determined  as  of  the  date  of  surrender  or  death as the case may be.

VIII. RIGHTS  OF  PARTIES  WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

     In  the  event  the  policy  involves  an endowment or annuity element, the
     Bank's right and interest in any endowment proceeds or annuity benefits, on
     expiration  of  the  deferment  period,  shall  be  determined  under  the
     provisions  of  this  Agreement by regarding such endowment proceeds or the
     commuted  value  of  such annuity benefits as the policy's cash value. Such
     endowment proceeds or annuity benefits shall be considered to be like death
     proceeds  for  the  purposes  of  division  under  this  Agreement.

IX.  TERMINATION  OF  AGREEMENT

     This  Agreement  shall  terminate  upon  the  occurrence  of any one of the
     following:

     A.   The  Insured  shall  be  discharged  from employment with the Bank for
          cause.  The  term  "for  cause"  shall  mean any of the following that
          result in an adverse effect on the Bank: (i) gross negligence or gross
          neglect;  (ii)  the  commission  of  a  felony  or  gross  misdemeanor
          involving  moral  turpitude,  fraud,  or dishonesty; (iii) the willful
          violation  of  any  law,  rule,  or  regulation  (other than a traffic
          violation  or similar offense); (iv) an intentional failure to perform
          stated  duties;  or  (v) a breach of fiduciary duty involving personal
          profit;  or

     B.   Surrender,  lapse,  or  other  termination  of the Policy by the Bank.

     Upon  such termination, the Insured (or assignee) shall have a fifteen (15)
     day option to receive from the Bank an absolute assignment of the policy in
     consideration of a cash payment to the Bank, whereupon this Agreement shall
     terminate.  Such  cash payment referred to hereinabove shall be the greater
     of:

     A.   The  Bank's  share of the cash value of the policy on the date of such
          assignment,  as  defined  in  this  Agreement;  or


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     B.   The  amount  of  the premiums that have been paid by the Bank prior to
          the  date  of  such  assignment.

     If, within said fifteen (15) day period, the Insured fails to exercise said
     option, fails to procure the entire aforestated cash payment, or dies, then
     the option shall terminate and the Insured (or assignee) agrees that all of
     the  Insured's rights, interest and claims in the policy shall terminate as
     of  the  date  of  the  termination  of  this  Agreement.

     The  Insured  expressly  agrees  that  this  Agreement  shall  constitute
     sufficient written notice to the Insured of the Insured's option to receive
     an  absolute  assignment  of  the  policy  as  set  forth  herein.

     Except  as provided above, this Agreement shall terminate upon distribution
     of  the  death  benefit  proceeds  in  accordance  with Paragraph VI above.

X.   INSURED'S  OR  ASSIGNEE'S  ASSIGNMENT  RIGHTS

     The Insured may not, without the written consent of the Bank, assign to any
     individual,  trust  or  other organization, any right, title or interest in
     the  subject  policy  nor any rights, options, privileges or duties created
     under  this  Agreement.

XI.  AGREEMENT  BINDING  UPON  THE  PARTIES

     This  Agreement  shall  bind  the  Insured  and  the  Bank,  their  heirs,
     successors,  personal  representatives  and  assigns.

XII. ERISA  PROVISIONS

     The  following  provisions  are  part of this Agreement and are intended to
     meet  the  requirements  of  the Employee Retirement Income Security Act of
     1974  ("ERISA"):

          A.   Named  Fiduciary  and  Plan  Administrator.
               -------------------------------------------

               The  "Named Fiduciary and Plan Administrator" of this Endorsement
               Method  Split  Dollar  Agreement shall be Cherokee Bank until its
               resignation  or  removal  by  the  Board  of  Directors. As Named
               Fiduciary  and  Plan Administrator, the Bank shall be responsible
               for  the  management,  control,  and administration of this Split
               Dollar  Plan  as  established  herein.  The  Named  Fiduciary may
               delegate  to  others  certain  aspects  of  the  management  and
               operation  responsibilities of the Plan, including the employment
               of  advisors  and  the  delegation  of  any ministerial duties to
               qualified  individuals.


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          B.   Funding  Policy.
               ---------------

               The  funding  policy  for  this  Split  Dollar  Plan  shall be to
               maintain  the  subject  policy  in force by paying, when due, all
               premiums  required.

          C.   Basis  of  Payment  of  Benefits.
               --------------------------------

               Direct payment by the Insurer is the basis of payment of benefits
               under  this Agreement, with those benefits in turn being based on
               the  payment  of  premiums  as  provided  in  this  Agreement.

          D.   Claim Procedures.
               -----------------

               Claim  forms or claim information as to the subject policy can be
               obtained  by  contacting  Benmark,  Inc. (800-544-6079). When the
               Named  Fiduciary  has  a  claim  which  may  be covered under the
               provisions described in the insurance policy, they should contact
               the  office  named  above,  and they will either complete a claim
               form  and  forward  it  to  an  authorized  representative of the
               Insurer  or  advise the named Fiduciary what further requirements
               are  necessary.  The Insurer will evaluate and make a decision as
               to  payment.  If  the  claim  is payable, a benefit check will be
               issued  in  accordance  with  the  terms  of  this  Agreement.

               In  the  event that a claim is not eligible under the policy, the
               Insurer will notify the Named Fiduciary of the denial pursuant to
               the  requirements  under  the  terms  of the policy. If the Named
               Fiduciary is dissatisfied with the denial of the claim and wishes
               to  contest  such  claim  denial,  they should contact the office
               named  above  and  they  will  assist in making an inquiry to the
               Insurer.  All  objections  to  the Insurer's actions should be in
               writing  and  submitted to the office named above for transmittal
               to  the  Insurer.

XIII. GENDER

     Whenever  in  this  Agreement  words  are  used  in the masculine or neuter
     gender,  they  shall be read and construed as in the masculine, feminine or
     neuter  gender,  whenever  they  should  so  apply.

XIV. INSURANCE  COMPANY  NOT  A  PARTY  TO  THIS  AGREEMENT

     The Insurer shall not be deemed a party to this Agreement, but will respect
     the  rights  of  the parties as herein developed upon receiving an executed
     copy of this Agreement. Payment or other performance in accordance with the
     policy  provisions  shall  fully  discharge  the  Insurer  from any and all
     liability.


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XV.  CHANGE OF CONTROL

     Change  of  Control  shall  be deemed to be the cumulative transfer of more
     than  fifty  percent (50%) of the voting stock of the Bank from the date of
     this Agreement. For the purposes of this Agreement, transfers on account of
     death  or  gifts,  transfers  between  family  members,  or  transfers to a
     qualified retirement plan maintained by the Bank shall not be considered in
     determining  whether  there  has been a Change of Control. Upon a Change of
     Control, if the Insured's employment is subsequently terminated, except for
     cause,  then  the Insured shall be one hundred percent (100%) vested in the
     benefits  promised  in this Agreement and, therefore, upon the death of the
     Insured,  the  Insured's  beneficiary(ies)  (designated  in accordance with
     Paragraph  III)  shall  receive the death benefit provided herein as if the
     Insured  had  died  while  employed by the Bank (see Subparagraphs VI [A]).

XVI. AMENDMENT  OR  REVOCATION

     It is agreed by and between the parties hereto that, during the lifetime of
     the Insured, this Agreement may be amended or revoked at any time or times,
     in  whole  or in part, by the mutual written consent of the Insured and the
     Bank.

XVII. EFFECTIVE  DATE

     The  Effective  Date  of  this  Agreement  shall  be  November  30,  2001.

XVIII. SEVERABILITY  AND  INTERPRETATION

     If  a  provision  of this Agreement is held to be invalid or unenforceable,
     the  remaining  provisions  shall  nonetheless  be enforceable according to
     their  terms.  Further,  in  the  event  that  any  provision is held to be
     overbroad  as written, such provision shall be deemed amended to narrow its
     application  to  the  extent  necessary  to  make the provision enforceable
     according  to  law  and  enforced  as  amended.

XIX. APPLICABLE  LAW

     The  validity and interpretation of this Agreement shall be governed by the
     laws  of  the  State  of  Georgia.

XX.  GUARANTEED  DEATH  BENEFIT

     Subject to the following, the Bank shall pay an amount equal to the planned
     premiums and any other premium payments that might become necessary to keep
     the policy in force. The Bank shall exercise due diligence in reviewing the
     financial  stability  of  the insurance company and the policy that are the
     subject  of this Agreement. If the Bank believes that the Insurer under the
     policy  is  financially weak or that the policy is not performing well, the
     Bank  may,  at  any  time,  surrender  the policy or substitute a different
     policy  provided  that  the  Bank  is under no obligation to invest in such
     replacement  policy  any  more  than  the  proceeds available from the cash
     surrender  value  of  the  original policy. The Executive will cooperate by
     undertaking  any  necessary  medical  examination.  If  the Bank chooses to
     surrender  the  above-referenced  policy without replacing it or the policy
     otherwise  ceases  to  exist  prior  to  the death of the Insured, the Bank
     agrees  to pay the Insured's named beneficiary(ies) _______________________
     and  no/100  Dollars ($________________) as a death benefit under Paragraph
     VI  of  this  Agreement.


     Executed  at  Canton,  Georgia  this  25th  day  of  January,  2002.


     CHEROKEE  BANK
                              Canton,  Georgia





____________________________  By:  ____________________________
Witness                                                  Title



____________________________       ____________________________
Witness                            Insured


<PAGE>
                          BENEFICIARY DESIGNATION FORM
                      FOR LIFE INSURANCE ENDORSEMENT METHOD
                           SPLIT DOLLAR PLAN AGREEMENT


PRIMARY  DESIGNATION:

     Name                    Address               Relationship
     ----                    -------               ------------

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


SECONDARY  (CONTINGENT)  DESIGNATION:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


All  sums  payable under the Life Insurance Endorsement Method Split Dollar Plan
Agreement  by reason of my death shall be paid to the Primary Beneficiary, if he
or  she survives me, and if no Primary Beneficiary shall survive me, then to the
Secondary  (Contingent)  Beneficiary.




_____________________________________         __________________________________
Participant                                   Date


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