Exhibit 10.12
      -------------------------------------------------------------------
       This  is a specimen document only. Its legal and tax consequences
       must  be reviewed and approved by qualified legal and tax counsel
       before  it  is utilized for any purpose. It has been furnished by
       Benmark,  Inc.
      -------------------------------------------------------------------

                      DIRECTOR SUPPLEMENTAL RETIREMENT PLAN

                               DIRECTOR AGREEMENT


     THIS  AGREEMENT  is  made and entered into this ____ day of ______________,
2002, by and between Cherokee Bank, a bank organized and existing under the laws
of  the  State  of  Georgia  (hereinafter  referred  to  as  the  "Bank"),  and
_______________________,  a  member  of  the  Board  of  Directors  of  the Bank
(hereinafter  referred  to  as  the  "Director").

     WHEREAS,  the Director is now serving on the Board of the Bank (hereinafter
referred  to  as the "Board") and has for many years faithfully served the Bank.
It  is the consensus of the Board of Directors that the Director's services have
been  of exceptional merit, in excess of the compensation paid and an invaluable
contribution  to  the profits and position of the Bank in its field of activity.
The  Board  further  believes  that  the  Director's  experience,  knowledge  of
corporate  affairs,  reputation and industry contacts are of such value, and the
Director's  continued  services  so  essential  to  the Bank's future growth and
profits,  that  it  would  suffer  severe  financial  loss  should  the Director
terminate  his/her  service  on  the  Board;

     ACCORDINGLY,  the  Board  has  adopted  the  Bank  Director  Supplemental
                                                  ----
Retirement  Plan  (hereinafter referred to as the "Director Plan") and it is the
desire of the Bank and the Director to enter into this Agreement under which the
Bank  will  agree  to  make certain payments to the Director upon the Director's
retirement and to the Director's beneficiary(ies) in the event of the Director's
death  pursuant  to  the  Director  Plan;

     FURTHERMORE, it is the intent of the parties hereto that this Director Plan
be  considered  an  unfunded  arrangement  maintained  primarily  to  provide
supplemental  retirement  benefits  for  the  Director,  and  be  considered  a
non-qualified  benefit  plan  for  purposes  of  the  Employee Income Retirement
Security  Act  of  1974, as amended ("ERISA").  The Director is fully advised of
the  Bank's  financial  status  and  has had substantial input in the design and
operation  of  this  benefit  plan;  and

     NOW  THEREFORE,  in consideration of services the Director has performed in
the  past  and  those  to  be performed in the future, and based upon the mutual
promises  and  covenants  herein  contained,  the Bank and the Director agree as
follows:

I.     DEFINITIONS

      A.    Effective Date:
            ---------------

            The  Effective  Date  of  the Director Plan shall be ______________,
            2002.


                                        1
<PAGE>
      B.    Plan  Year:

            Any  reference  to  the  "Plan Year" shall mean a calendar year from
            January  1st  to  December  31st. In the year of implementation, the
            term  "Plan  Year"  shall mean the period from the Effective Date to
            December  31st  of  the  year  of  the  Effective  Date.

      C.    Retirement  Date:
            ----------------

            Retirement  Date  shall  mean  retirement from service with the Bank
            which  becomes  effective  on  the  first  day of the calendar month
            following  the  month  in  which the Director reaches age sixty-five
            (65)  or  such  later  date  as  the  Director  may actually retire.

      D.    Termination of Service:
            ------------------------

            Termination  of  Service  shall  mean  the  Director's  voluntary
            resignation from service on the Board or failure to be re-elected to
            the  Board, prior to the Normal Retirement Age (Subparagraph I [J]).

      E.    Pre-Retirement Account:
            -----------------------

            A Pre-Retirement Account shall be established as a liability reserve
            account  on  the  books of the Bank for the benefit of the Director.
            Prior  to  the  Director's  Termination  of  Service or a Director's
            retirement,  whichever  event  shall  first  occur,  such  liability
            reserve  account  shall  be  increased  or decreased each Plan Year,
            until  the aforestated event occurs, by the Index Retirement Benefit
            (Subparagraph  I  [F]).

      F.    Index Retirement Benefit:
            --------------------------

            The  Index Retirement Benefit for each Director in the Director Plan
            for  each  Plan  Year  shall  be equal to the excess (if any) of the
            Index  (Subparagraph  I [G]) for that Plan Year over the Opportunity
            Cost  (Subparagraph  I  [H]) for that Plan Year, divided by a factor
            equal  to  1.18  minus  the  marginal  tax  rate.

      G.    Index:
            -----

            The  Index for any Plan Year shall be the aggregate annual after-tax
            income  from the life insurance contract(s) described hereinbelow as
            defined by FASB Technical Bulletin 85-4. This Index shall be applied
            as  if such insurance contracts were purchased on the Effective Date
            of  the  Director  Plan.


                                        2
<PAGE>
            Insurance  Company:
            Policy  Form:
            Policy  Name:
            Insured's  Age  and  Sex:
            Riders:
            Ratings:
            Option:
            Face  Amount:
            Premiums  Paid:
            Number  of  Premium  Payments:
            Assumed  Purchase  Date:

            If  such  contracts  of life insurance are actually purchased by the
            Bank,  then  the  actual policies as of the dates they were actually
            purchased shall be used in calculations under this Director Plan. If
            such  contracts  of  life  insurance  are  not  purchased  or  are
            subsequently  surrendered  or  lapsed,  then  the Bank shall receive
            annual policy illustrations that assume the above-described policies
            were  purchased, or had not subsequently surrendered or lapsed. Said
            illustrations  shall  be  received  from  the  respective  insurance
            companies  and  will  indicate  the  increase  in  policy values for
            purposes  of  calculating  the  amount  of  the  Index.

            In  either  case,  references  to  the  life insurance contracts are
            merely  for  purposes  of  calculating  a  benefit.  The Bank has no
            obligation  to  purchase  such life insurance and, if purchased, the
            Director and the Director's beneficiary(ies) shall have no ownership
            interest in such policy and shall always have no greater interest in
            the  benefits  under  this  Director  Plan than that of an unsecured
            creditor  of  the  Bank.

      H.    Opportunity Cost:
            -----------------

            The Opportunity Cost for any Plan Year shall be calculated by taking
            the  sum  of  the amount of premiums for the life insurance policies
            described  in  the  definition  of  "Index"  plus  the amount of any
            after-tax  benefits  paid  to  the Director pursuant to the Director
            Plan  (Paragraph  II  hereinafter)  plus  the amount of all previous
            years  after-tax  Opportunity  Cost, and multiplying that sum by the
            average  after-tax  yield  of  a one-year Treasury bill for the Plan
            Year.

      I.    Change of Control:
            -------------------

            Change  of  Control means the cumulative transfer of more than fifty
            percent  (50%)  of  the  voting stock of the Bank from the Effective
            Date  of this Director Plan. For the purposes of this Director Plan,


                                        3
<PAGE>
            transfers  on  account  of deaths or gifts, transfers between family
            members  or transfers made to a qualified retirement plan maintained
            by the Bank shall not be considered in determining whether there has
            been  a  Change  of  Control.

      J.    Normal Retirement Age:
            ----------------------

            Normal  Retirement  Age  shall  mean  the date on which the Director
            attains  age  sixty-five  (65).

II.   INDEX  BENEFITS

      A.    Retirement Benefits:
            --------------------

            Subject  to  Subparagraph II (D) hereinafter, a Director who remains
            on  the  Board  until the Normal Retirement Age (Subparagraph I [J])
            shall  be  entitled  to  receive  the  balance in the Pre-Retirement
            Account  in fifteen (15) equal annual installments commencing thirty
            (30)  days following the Director's retirement. In addition to these
            payments  and  commencing  in  conjunction  therewith,  the  Index
            Retirement  Benefit (as defined in Subparagraph I [F]) for each Plan
            Year  subsequent  to  the  Director's  retirement, and including the
            remaining  portion of the Plan Year following said retirement, shall
            be  paid  to  the Director until the Director's death.*(and continue
            after the Director's death to the Director's beneficiary(ies) as set
            forth  in  Subparagraph  II  (C)(ii)  hereinafter.)

            *This  language  is  for  J.Calvin  Hills and Roger M. Johnson only.

      B.    Termination  of  Service:
            ------------------------

            Subject  to  Subparagraph  II  (D),  should  a  Director  suffer  a
            Termination of Service subsequent to three (3) full years of service
            with  the Bank from the date of first service, the Director shall be
            entitled  to  receive  the  balance  in  the  Pre-Retirement Account
            payable  to  the  Director in fifteen (15) equal annual installments
            commencing  thirty  (30)  days  following  the  Director's  Normal
            Retirement  Age  (Subparagraph I [J]). In addition to these payments
            and  commencing  in  conjunction  therewith,  the  Index  Retirement
            Benefit  for  each  Plan  Year  subsequent  to the year in which the
            Director  attains Normal Retirement Age, and including the remaining
            portion  of  the  Plan  Year  in  which  the Director attains Normal
            Retirement  Age,  shall be paid to the Director until the Director's
            death.  *(and  continue after the Director's death to the Director's
            beneficiary(ies)  as  set  forth  in  Subparagraph  II  (C)(ii)
            hereinafter.)

            *This  language  is  for  J.Calvin  Hills and Roger M. Johnson only.

      C.    Death:
            -----

            Should  the  Director die while there is a balance in the Director's
            Pre-Retirement  Account  (Subparagraph  I  [E]), said unpaid balance
            shall  be  paid  in  a lump sum to the individual or individuals the
            Director  may have designated in writing and filed with the Bank. In
            the  absence  of  any  effective beneficiary designation, the unpaid
            balance  shall  be  paid  as  set forth herein to the duly qualified
            executor or administrator of the Director's estate. Said payment due
            hereunder  shall be made the first day of the second month following
            the  decease  of  the  Director.

            The  following  language  is for J.Calvin Hills and Roger M. Johnson
            only:


                                        4
<PAGE>
      C.    Death:
            -----

            (i)   Should  the  Director  die  prior  to having received the full
                  balance  of  the Pre-Retirement Account, the unpaid balance of
                  the Pre-Retirement Account shall be immediately paid in a lump
                  sum to the beneficiary selected by the Director and filed with
                  the  Bank;  and

            (ii)  When  the  Director  dies,  in  addition  to  the  payment the
                  Director's  designated beneficiary may receive described in II
                  (C)  (i)  hereinabove,  the  Director's designated beneficiary
                  shall  immediately begin receiving an amount of money equal to
                  what  the  Director's Index Retirement Benefit would have been
                  had  the  Director  received ten (10) Index Retirement Benefit
                  plan  payments  after his death, or had the Director lived and
                  received  said  payments until age eighty-five (85), whichever
                  event  allows  for  the  greater  number  of  payments  to the
                  Director's  beneficiary(ies).  This  amount  of money shall be
                  paid  at  the times and in the amounts that the Director would
                  have  received  said  Index  Retirement  Benefits;  and

            (iii) In  any  event,  in the absence of or a failure to designate a
                  beneficiary, the amounts described herein shall be paid to the
                  personal  representative  of  the  Director's  estate.

      D.    Discharge  for  Cause  and  Termination  of  Service:
            ----------------------------------------------------

            Should  the  Director be discharged prior to three (3) full years of
            service  from  the date of first service, or be discharged for Cause
            at  any  time,  all  benefits  under  this  Director  Plan  shall be
            forfeited. 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


                                        5
<PAGE>
            violation  or  similar  offense);  (iv)  an  intentional  failure to
            perform  stated  duties; or (v) a breach of fiduciary duty involving
            personal  profit.  If  a dispute arises as to discharge "for cause,"
            such  dispute  shall be resolved by arbitration as set forth in this
            Director  Plan.

     E.     Death  Benefit:
            --------------

            Except  as set forth above, there is no death benefit provided under
            this  Agreement.

      F.    Disability:
            ----------

            In  the event the Director becomes disabled prior to any Termination
            of  Service,  and the Director's employment is terminated because of
            such  disability,  he  or  she shall immediately begin receiving the
            benefits  in  Subparagraph  II  (A)  above. Such benefit shall begin
            without  regard  to  the  Director's  Normal  Retirement Age and the
            Director  shall  be  one hundred percent (100%) vested in the entire
            benefit amount. If there is a dispute regarding whether the Director
            is  disabled, such dispute shall be resolved by a physician selected
            by the Bank and such resolution shall be binding upon all parties to
            this  Agreement.

III.   DEFERRAL  BENEFITS

      A.    Deferral Election:
            ------------------

            Any  Director  wishing to defer any portion or all of the Director's
            fees  may  elect  to defer up to ($ or %) each year for a maximum of
                                             -------
            five  (5) years. At the end of the five-year period, the Board shall
            have  the  option of extending the deferral period for any amount of
            time  it  shall  deem  to be appropriate. The Director will make the
            election  to  defer  by  filing  with  the  Bank a written statement
            setting  forth  the  amount  of  the  deferrals  and  the Director's
            election  of  payment  as  set  forth  in  Subparagraph  III  (C)
            hereinafter. This statement must be filed prior to having earned the
            deferred  income.

      B.    Deferred  Compensation  Account:
            -------------------------------

            The Bank shall establish a Deferred Compensation Account in the name
            of the Director and credit that account with the deferrals. The Bank
            shall  also  credit  interest  to  the Deferred Compensation Account
            balance  on  December 31st of each year. The interest credited shall
            be  the average yield of a one-year Treasury Bill for the Plan Year.


                                        6
<PAGE>
      C.    Retirement,  Termination  of  Service  or  Death:
            ------------------------------------------------

            Upon  the  Director's Retirement Date or Termination of Service from
            the  Board [Subparagraphs I [C] and [D] hereinabove), the balance of
            the  Director's  Deferred  Compensation  Account shall be payable as
            elected by the Director one (1) year prior to receiving said benefit
            payable  to  the  Director thirty (30) days following said event. If
            the  Director fails to make said payment election, then the Director
            shall  be  paid  in  ten (10) equal annual installments as set forth
            herein.  Should  the  Director  die  while there is a balance in the
            Director's Deferred Compensation Account, such balance shall be paid
            pursuant  to  Subparagraph  II  (C)  hereinabove.

IV.   RESTRICTIONS  UPON  FUNDING

      The  Bank  shall  have  no obligation to set aside, earmark or entrust any
      fund  or money with which to pay its obligations under this Director Plan.
      The  Directors, their beneficiary(ies), or any successor in interest shall
      be  and remain simply a general creditor of the Bank in the same manner as
      any  other  creditor  having  a  general  claim  for  matured  and  unpaid
      compensation.

      The  Bank  reserves  the absolute right, at its sole discretion, to either
      fund  the  obligations undertaken by this Director Plan or to refrain from
      funding  the  same  and to determine the extent, nature and method of such
      funding.  Should the Bank elect to fund this Director Plan, in whole or in
      part,  through  the  purchase  of life insurance, mutual funds, disability
      policies  or  annuities, the Bank reserves the absolute right, in its sole
      discretion, to terminate such funding at any time, in whole or in part. At
      no  time shall any Director be deemed to have any lien nor right, title or
      interest  in or to any specific funding investment or to any assets of the
      Bank.

      If  the  Bank  elects to invest in a life insurance, disability or annuity
      policy  upon  the life of the Director, then the Director shall assist the
      Bank by freely submitting to a physical exam and supplying such additional
      information  necessary  to  obtain  such  insurance  or  annuities.

V.    CHANGE  OF  CONTROL

      Upon  a  Change  of  Control  (Subparagraph  I  [I]),  if  the  Director
      subsequently  suffers  a Termination of Service (Subparagraph I [D]), then
      the  Director  shall  receive  the benefits promised in this Director Plan
      upon  attaining  Normal  Retirement  Age,  as  if  the  Director  had been
      continuously  serving the Bank until the Director's Normal Retirement Age.
      The  Director will also remain eligible for all promised death benefits in
      this  Director Plan. In addition, no sale, merger, or consolidation of the
      Bank  shall  take  place  unless  the  new  or  surviving entity expressly
      acknowledges  the obligations under this Director Plan and agrees to abide
      by  its  terms.

VI.   MISCELLANEOUS

      A.    Alienability and Assignment Prohibition:
            ------------------------------------------

            Neither  the  Director, nor the Director's surviving spouse, nor any
            other beneficiary(ies) under this Director Plan shall have any power
            or  right  to  transfer,  assign, anticipate, hypothecate, mortgage,
            commute, modify or otherwise encumber in advance any of the benefits


                                        7
<PAGE>
            payable  hereunder  nor  shall  any  of  said benefits be subject to
            seizure for the payment of any debts, judgments, alimony or separate
            maintenance owed by the Director or the Director's beneficiary(ies),
            nor  be transferable by operation of law in the event of bankruptcy,
            insolvency  or  otherwise.  In  the  event  the  Director  or  any
            beneficiary  attempts  assignment,  commutation,  hypothecation,
            transfer  or  disposal  of  the  benefits  hereunder,  the  Bank's
            liabilities  shall  forthwith  cease  and  terminate.

      B.    Binding  Obligation  of  the  Bank  and  any  Successor in Interest:
            -------------------------------------------------------------------

            The Bank shall not merge or consolidate into or with another bank or
            sell substantially all of its assets to another bank, firm or person
            until  such  bank,  firm  or person expressly agrees, in writing, to
            assume  and  discharge  the duties and obligations of the Bank under
            this  Director  Plan.  This  Director Plan shall be binding upon the
            parties  hereto, their successors, beneficiaries, heirs and personal
            representatives.

      C.    Amendment  or  Revocation:
            -------------------------

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

      D.    Gender:
            ------

            Whenever  in  this  Director Plan 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.

      E.    Effect on Other Bank Benefit Plans:
            ---------------------------------------

            Nothing  contained  in  this Director Plan shall affect the right of
            the  Director  to  participate  in or be covered by any qualified or


                                        8
<PAGE>
            non-qualified  pension,  profit-sharing,  group,  bonus  or  other
            supplemental compensation or fringe benefit plan constituting a part
            of  the  Bank's  existing  or  future  compensation  structure.

      F.    Headings:
            --------

            Headings  and  subheadings  in  this  Director Plan are inserted for
            reference  and  convenience  only  and shall not be deemed a part of
            this  Director  Plan.

      G.    Applicable Law:
            ---------------

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

      H.    12  U.S.C.  Sec.  1828(k):
            -------------------------

            Any payments made to the Director pursuant to this Director Plan, or
            otherwise, are subject to and conditioned upon their compliance with
            12  U.S.C.  Sec.  1828(k) or any regulations promulgated thereunder.

      I.    Partial Invalidity:
            -------------------
            If any term, provision, covenant, or condition of this Director Plan
            is determined by an arbitrator or a court, as the case may be, to be
            invalid, void, or unenforceable, such determination shall not render
            any  other term, provision, covenant, or condition invalid, void, or
            unenforceable,  and the Director Plan shall remain in full force and
            effect  notwithstanding  such  partial  invalidity.

      J.    Continuation as Director:
            --------------------------

            Neither  this  Agreement  nor the payment of any benefits thereunder
            shall  be  construed  as  giving  to  the  Director  any right to be
            retained  as  a  member  of  the  Board  of  Directors  of the Bank.

VII.   ERISA  PROVISION

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

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


                                        9
<PAGE>
      B.    Claims  Procedure  and  Arbitration:
            -----------------------------------

            In the event a dispute arises over benefits under this Director Plan
            and  benefits  are  not  paid  to the Director (or to the Director's
            beneficiary(ies)  in  the  case  of  the  Director's death) and such
            claimants  feel  they  are entitled to receive such benefits, then a
            written  claim  must  be  made  to  the  Named  Fiduciary  and  Plan
            Administrator  named  above  within  sixty  (60)  days from the date
            payments  are  refused.  The  Named Fiduciary and Plan Administrator
            shall  review the written claim and if the claim is denied, in whole
            or  in  part,  it shall provide in writing within sixty (60) days of
            receipt  of  such  claim  the  specific  reasons  for  such  denial,
            reference  to  the  provisions  of this Director Plan upon which the
            denial is based and any additional material or information necessary
            to perfect the claim. Such written notice shall further indicate the
            additional steps to be taken by claimants if a further review of the
            claim denial is desired. A claim shall be deemed denied if the Named
            Fiduciary  and Plan Administrator fail to take any action within the
            aforesaid  sixty-day  period.

            If  claimants  desire  a  second  review they shall notify the Named
            Fiduciary  and  Plan Administrator in writing within sixty (60) days
            of  the  first claim denial. Claimants may review this Director Plan
            or  any documents relating thereto and submit any written issues and
            comments  it  may  feel  appropriate.  In their sole discretion, the
            Named  Fiduciary and Plan Administrator shall then review the second
            claim  and  provide  a  written  decision  within sixty (60) days of
            receipt  of  such  claim.  This  decision  shall  likewise state the
            specific  reasons  for  the  decision and shall include reference to
            specific provisions of the Plan Agreement upon which the decision is
            based.

            If  claimants  continue  to  dispute  the  benefit denial based upon
            completed  performance  of  this  Director  Plan  or the meaning and
            effect  of  the  terms  and  conditions  thereof, then claimants may
            submit  the  dispute  to  an  arbitrator  for final arbitration. The
            arbitrator shall be selected by mutual agreement of the Bank and the
            claimants.  The  arbitrator  shall  operate  under  any  generally
            recognized  set  of arbitration rules. The parties hereto agree that
            they  and  their  heirs,  personal  representatives,  successors and
            assigns  shall  be  bound  by  the  decision of such arbitrator with
            respect  to  any  controversy  properly  submitted  to  it  for
            determination.

            Where  a  dispute  arises as to the Bank's discharge of the Director
            for  "for  cause,"  such  dispute  shall  likewise  be  submitted to
            arbitration  as  above  described and the parties hereto agree to be
            bound  by  the  decision  thereunder.


                                       10
<PAGE>
VIII. TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE
      LAW,  RULES  OR  REGULATIONS

      The  Bank is entering into this Agreement upon the assumption that certain
      existing  tax laws, rules and regulations will continue in effect in their
      current  form. If any said assumptions should change and said change has a
      detrimental effect on this Director Plan, then the Bank reserves the right
      to terminate or modify this Agreement accordingly. Provided, however, that
      the  Director  shall  be  entitled  to receive at least his/her Director's
      Deferred  Compensation Account including interest earned. Upon a Change of
      Control  (Subparagraph  I  [I]), this paragraph shall become null and void
      effective  immediately  upon  said  Change  of  Control.


IN  WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read
this  Agreement  and  executed  the  original thereof on the first day set forth
hereinabove,  and  that,  upon  execution,  each has received a conforming copy.


                              CHEROKEE  BANK
                              Canton,  Georgia


____________________________  By:  ____________________________
Witness                                                  Title



____________________________       ____________________________
Witness                            Insured


                                       11
<PAGE>
                          BENEFICIARY DESIGNATION FORM
                    FOR THE DIRECTOR SUPPLEMENTAL RETIREMENT
                             PLAN DIRECTOR AGREEMENT

I.       PRIMARY  DESIGNATION
         --------------------
          (You  may  refer  to  the beneficiary designation information prior to
completion.)

      A.    PERSON(S) AS A PRIMARY DESIGNATION:
            ---------------------------------------
            (Please  indicate  the  percentage  for  each  beneficiary.)

      Name___________________________ Relationship___________________/_______%

      Address:________________________________________________________________
                  (Street)                   (City)          (State)    (Zip)

      Name___________________________ Relationship___________________/_______%

      Address:________________________________________________________________
                  (Street)                   (City)          (State)    (Zip)

      Name___________________________ Relationship___________________/_______%

      Address:________________________________________________________________
                  (Street)                   (City)          (State)    (Zip)

      Name___________________________ Relationship___________________/_______%

      Address:________________________________________________________________
                  (Street)                   (City)          (State)    (Zip)

      B.    ESTATE AS A PRIMARY DESIGNATION:
            --------------------------------

      My Primary Beneficiary is The Estate of___________________________________
      as  set  forth  in  the  last  will  and  testament dated the _____ day of
      _____________,  _______  and  any  codicils  thereto.

      C.    TRUST AS A PRIMARY DESIGNATION:
            -----------------------------------

      Name  of  the  Trust:  __________________________________________________

      Execution  Date  of  the  Trust:  _____  /  _____  /  _________

      Name  of  the  Trustee:  ________________________________________________

      Beneficiary(ies)  of  the  Trust  (please indicate the percentage for each
      beneficiary):
      _________________________________________________________________________
      _________________________________________________________________________
      Is  this an Irrevocable Life Insurance Trust? ________ Yes ________ No (If
      yes and this designation is for a Split Dollar agreement, an Assignment of
      Rights  form  should  be  completed.)


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II.     SECONDARY  (CONTINGENT)  DESIGNATION
        ------------------------------------

      A.    PERSON(S) AS A PRIMARY DESIGNATION:
            ---------------------------------------
            (Please  indicate  the  percentage  for  each  beneficiary.)

      Name___________________________ Relationship___________________/_______%

      Address:________________________________________________________________
                  (Street)                   (City)          (State)    (Zip)

      Name___________________________ Relationship___________________/_______%

      Address:________________________________________________________________
                  (Street)                   (City)          (State)    (Zip)

      Name___________________________ Relationship___________________/_______%

      Address:________________________________________________________________
                  (Street)                   (City)          (State)    (Zip)

      Name___________________________ Relationship___________________/_______%

      Address:________________________________________________________________
                  (Street)                   (City)          (State)    (Zip)

      B.    ESTATE AS A PRIMARY DESIGNATION:
            --------------------------------

      My Primary Beneficiary is The Estate of___________________________________
      as  set  forth  in  the  last  will  and  testament dated the _____ day of
      _____________,  _______  and  any  codicils  thereto.

      C.    TRUST AS A PRIMARY DESIGNATION:
            -----------------------------------

      Name  of  the  Trust:  __________________________________________________

      Execution  Date  of  the  Trust:  _____  /  _____  /  _________

      Name  of  the  Trustee:  ________________________________________________

      Beneficiary(ies)  of  the  Trust  (please indicate the percentage for each
      beneficiary):
      _________________________________________________________________________
      _________________________________________________________________________

All  sums  payable  under  the  Director  Supplemental  Retirement Plan Director
Agreement  by  reason of my death shall be paid to the Primary Beneficiary(ies),
if  he  or she survives me, and if no Primary Beneficiary(ies) shall survive me,
then  to  the  Secondary  (Contingent)  Beneficiary(ies).  This  beneficiary
designation  is  valid  until  the  participant  notifies  the  bank in writing.


______________________________________    _________________________________
Participant                                Date


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                              DEFERRAL DECLARATION

I.    AUTHORIZATION AND AMOUNT OF DEFERRAL

      The  undersigned  ______________________,  a  Director  of  the  Board  of
      Cherokee  Bank,  hereby  elects to defer ___________ ($ or percent) of the
      Director's  income for the year ______ and all subsequent years thereafter
      pursuant  to  the Director Supplemental Retirement Plan Director Agreement
      dated  ______  day  of ___________, _____, unless modified by the Director
      accordingly. The undersigned is a party to the above-referenced Agreement.

II.   DISTRIBUTION ELECTION

      Pursuant  to  the  Provisions  of my Director Supplemental Retirement Plan
      Director  Agreement  with  Cherokee  Bank,  I  hereby  elect  to  have any
      distribution  of  the  balance  in  my  Deferral  Account  paid  to  me in
      installments  as  designated  below:

      ______      Lump  sum.

      ______      Five  (5)  annual  installments  with  the  amount  of  each
                  installment determined as of each installment date by dividing
                  the  entire  amount  in  my  Benefit  Account by the number of
                  installments  then  remaining  to  be  paid,  with  the  final
                  installment  to be the entire remaining balance in the Benefit
                  Account.

      ______      Ten  (10)  annual  installments  with  the  amount  of  each
                  installment determined as of each installment date by dividing
                  the  entire  amount  in  my  Benefit  Account by the number of
                  installments  then  remaining  to  be  paid,  with  the  final
                  installment  to be the entire remaining balance in the Benefit
                  Account.

      ______      Fifteen  (15)  annual  installments  with the amount of each
                  installment determined as of each installment date by dividing
                  the  entire  amount  in  my  Benefit  Account by the number of
                  installments  then  remaining  to  be  paid,  with  the  final
                  installment  to be the entire remaining balance in the Benefit
                  Account.

      ______      The  aforestated  length  of  time  for  payments in monthly
                  installments.


Date:___________________ Director:__________________________________________


                                       14
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