EX-10.2 EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN



 



EXHIBIT 10.2



EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN



AGREEMENT



      This Agreement, made and entered into this 2” day of June, 1998, by and
between the Bank of Upson, a Bank organized and existing under the laws of the
State of Georgia hereinafter referred to as ‘the Bank”, and Daniel W. Brinks, a
Key Employee and the Officer of the Bank, hereinafter referred to as “the
Officer”.


      The Officer has been in the employ of the Bank for several years and has
now and for years past faithfully served the Bank. It is the consensus of the
Board of Directors of the Bank (the Board) that the Officer’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 Officer’s experience, knowledge of
corporate affairs, reputation and industry contacts are of such value and his
continued services are so essential to the Bank’s future growth and profits
that it would suffer severe financial loss should the Officer terminate his
services.


      Accordingly, it is the desire of the Bank and the Officer to enter into
this Agreement under which the Bank will agree to make certain payments to the
Officer upon his retirement and, alternatively, to his beneficiary(ies) in the
event of his premature death while employed by the Bank.


      It is the intent of the parties hereto that this Agreement be considered
an arrangement maintained primarily to provide supplemental retirement benefits
for the Officer, as a member of a select group of management or
highly-compensated employees of the Bank for purposes of the Employee
Retirement Security Act of 1974 (ERISA). The Officer is fully advised of the
Bank’s financial status and has had substantial input in the design and
operation of this benefit plan.


      Therefore, in consideration of the Officer’s services 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 Officer, agree as follows:


I.  DEFINITIONS



	A.
	 	Effective Date




	 
	 	The Effective Date of this Agreement shall be June 2, 1998.




	B.
	 	Plan Year




	 
	 	Any reference to “Plan Year” shall mean a calendar year from
January 1 to December 31. In the year of implementation, the term
“Plan Year” shall mean the period from the effective date to
December 31 of the year of the effective date.

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	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 Officer reaches his sixty-fifth
(65th) birthday or such later date as the Officer may actually
retire.




	D.
	 	Termination of Service




	 
	 	Termination of Service shall mean voluntary resignation of service
by the Officer or the Bank’s discharge of the Officer without cause
[“cause” defined in subparagraph III (D) hereinafter], prior to the
Normal Retirement Age [ in subparagraph I (J) hereinafter].




	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
Officer. Prior to the Officer’s Retirement Date [subparagraph I
(C)] such liability reserve account shall be increased or decreased
each Plan Year (including the Plan Year in which the Officer ceases
to be employed by the Bank) by an amount equal to the annual
earnings or loss for that Plan Year determined by the Index
[described in subparagraph I (G) hereinafter], less the Cost of
Funds Expense for that Plan Year [described in subparagraph I (H)
hereinafter].




	F.
	 	Index Retirement Benefit




	 
	 	The Index Retirement Benefit for the Officer for any year shall be
equal to the excess of the annual earnings (if any) determined by
the Index [subparagraph I (G)] for that Plan Year over the Cost of
Funds Expense [subparagraph I (H)] for that Plan Year.




	G.
	 	Index




	 
	 	The Index for any Plan Year shall be the aggregate annual after-tax
income from the life insurance contracts described hereinafter as
defined by FASB Technical Bulletin 85-4. This Index shall be
applied as if such insurance contracts were purchased on the
effective date hereof.





	 	 	 	 	 
	 	 	
Insurance Company:
	 	Alexander Hamilton
	 	 	
Policy Form:
	 	Flexible Premium Adjustable Life
	 	 	
Policy Name:
	 	ESP IV
	 	 	
Insured’s Age and Sex:
	 	52 Male
	 	 	
Riders:
	 	None
	 	 	
Ratings:
	 	According to the health of the Insured






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Option:
	 	A
	 	 	
Face Amount:
	 	495,000
	 	 	
Premiums Paid:
	 	210,800
	 	 	
Number of Premium Payments:
	 	One
	 	 	
Assumed Purchase Date:
	 	June 2, 1998
	 	 	 	 	 
	 	 	
Insurance Company:
	 	Canada Life Assurance
	 	 	
Policy Form:
	 	Whole Life
	 	 	
Policy Name:
	 	CL/1
	 	 	
Insured’s Age and Sex:
	 	53 Male
	 	 	
Riders:
	 	None
	 	 	
Ratings:
	 	According to the health of the insured
	 	 	
Face Amount:
	 	430,301
	 	 	
Premiums Paid:
	 	175,667
	 	 	
Number of Premium Payments:
	 	One
	 	 	
Assumed Purchase Date:
	 	June 2, 1998
	 	 	 	 	 
	 	 	
Insurance Company:
	 	Union Central Life Insurance Company
	 	 	
Policy Form:
	 	Universal Life
	 	 	
Policy Name:
	 	Coli UL
	 	 	
Insured’s Age and Sex:
	 	53 Male
	 	 	
Riders:
	 	None
	 	 	
Ratings:
	 	According to the health of the insured
	 	 	
Face Amount:
	 	400,150
	 	 	
Premiums Paid:
	 	140,533
	 	 	
Number of Premium Payments:
	 	One
	 	 	
Assumed Purchase Date:
	 	June 2, 1998





If such contracts of life insurance are actually purchased by the
Bank then the actual policies as of the dates they were purchased
shall be used in calculations under this Agreement. 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 from the above named insurance company(ies) on the
Effective Date from which the increase in policy value will be used
to calculate the amount of the Index.


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


	H.
	 	Cost of Funds Expense




	 
	 	The Cost of Funds Expense for any Plan Year shall be calculated by
taking the sum of the amount of premiums set forth in the Indexed
policies described above

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	 	plus the amount of any after-tax benefits paid to the Officer
pursuant to this Agreement (Paragraph III hereinafter) plus the
amount of all previous years after-tax Costs of Funds Expense, and
multiplying that sum by the average after-tax cost of funds of the
Bank’s third quarter Call Report for the Plan Year as filed with
the Federal Reserve.




	I.
	 	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
Holding Company from the Effective Date of this Agreement. For the
purposes of this Agreement, transfers on account of deaths 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 in control.




	J.
	 	Normal Retirement Age




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




II.  EMPLOYMENT



No provision of this Agreement shall be deemed to restrict or limit any
existing employment agreement by and between the Bank and the Officer,
nor shall any conditions herein create specific employment rights to the
Officer nor limit the right of the Employer to discharge the Officer with
or without cause. In a similar fashion, no provision shall limit the
Officer’s rights to voluntarily sever his employment at any time.


III.  INDEX BENEFITS



The following benefits provided by the Bank to the Officer are in the
nature of a fringe benefit and shall in no event be construed to effect
nor limit the Officers current or prospective salary increases, cash
bonuses or profit-sharing distributions or credits.


	A.
	 	Retirement Benefits




	 
	 	Should the Officer continue to be employed by the Bank until his
“Normal Retirement Age” defined in subparagraph I (J), he shall be
entitled to receive the balance in his Pre-Retirement Account [
defined in subparagraph I (E)] in ten (10) equal annual
installments commencing thirty (30) days following the Officer’s
Retirement Date. In addition to these payments, commencing with the
Plan Year in which the Officer attains his Retirement Date, the
Index Retirement Benefit [as defined in subparagraph I (F) above]
for each year shall be paid to the Officer until his death.

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	B.
	 	Termination of Service




	 
	 	Subject to subparagraph III (D) hereinafter, should the Officer
suffer a termination of service [defined in subparagraph I (D)} on
or after the date that the Officer attains the age of sixty (60)
and prior to attaining Normal Retirement Age, he shall be entitled
to receive fifty percent (50%), plus ten percent (l0%) times the
number of full years the Officer has served with the Bank from the
date of attaining the age of sixty (60) (to a total maximum of
100%), times the balance in the Pre-Retirement Account paid over
ten (10) years in equal installments commencing at the Retirement
Date [subparagraph I (C)]. In addition to these payments, subject
to subparagraph Ill (D) hereinafter, on or after the date that the
Officer attains the age of sixty (60) and prior to Normal
Retirement Age, fifty percent (50%), plus ten percent (10%) times
full years of service with the Bank on or after the date that the
Officer attains the age of sixty (60) (to a total maximum of 100%),
times the Index Retirement Benefit for each year shall be paid to
the Officer until his death.




	C.
	 	Death




	 
	 	Should the Officer die prior to having received the full balance of
the Pre-Retirement Account, the unpaid balance of the
Pre-Retirement Account shall be paid in a lump sum to the
beneficiary selected by the Officer and filed with the Bank. In the
absence of or a failure to designate a beneficiary, the unpaid
balance shall be paid in a lump sum to the personal representative
of the Officer’s estate.




	D.
	 	Discharge for Cause and Termination of Service




	 
	 	Should the Officer suffer a Termination of Service (as defined in
subparagraph I (D) hereinabove) prior to attaining age sixty (60)
or be discharged for cause at any time prior to his Retirement
Date, all Index Benefits under this Agreement [subparagraphs III
(A), (B) or (C)] shall be forfeited. The term “for cause” shall
mean gross negligence or gross neglect or the conviction of a
felony or gross-misdemeanor involving moral turpitude, fraud,
dishonesty or willful violation of any law that results in any
adverse effect on the Bank. If a dispute arises as to discharge
“for cause”, such dispute shall be resolved by arbitration as set
forth in this Agreement.




	E.
	 	Non-Compete




	 
	 	The Officer shall forfeit all rights to all benefits under this
Agreement, and this Agreement shall terminate if the Officer
competes with the Bank within fifty miles of any office of the
Bank.

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	F.
	 	Disability Benefit




	 
	 	In the event the Officer becomes disabled prior to Termination of
Service, and the Officer’s employment is terminated because of such
disability, he shall immediately begin receiving the benefits set
forth in subparagraph III (A) above accrued to the date of said
disability. Such benefit shall begin without regard to the
Officer’s Normal Retirement Date and the Officer shall be one
hundred percent (100%) vested in the benefit amount accrued to the
date of said disability. If there is a dispute regarding whether
the Officer is disabled, such dispute shall be resolved by the
Bank, and the Bank shall have sole discretion to determine said
disability on a case-by-case basis.




	G.
	 	Depth Benefit




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




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 Agreement. The
Officer, his beneficiary(ies) or any successor in interest to him 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 Agreement or to refrain from funding
the same and to determine the exact nature and method of such funding.
Should the Bank elect to fund this Agreement, 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 the Officer be deemed to have any lien or 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 Officer, then the Officer 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 [as defined in subparagraph I (I) herein], if
the Officer’s employment is subsequently terminated then he shall receive
the benefits promised in this Agreement upon attaining Normal Retirement
Age, as if he had been continuously employed by the Bank until his Normal
Retirement Age. The Officer will also remain eligible for all promised
death benefits in this Agreement. In addition, no sale, merger or


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consolidation of the Bank shall take place unless the new or surviving
entity expressly acknowledges the obligations under this Agreement and
agrees to abide by its terms.


VI.  MISCELLANEOUS



	A.
	 	Alienability and Assignment Prohibition




	 
	 	Neither the Officer, his/her surviving spouse nor any other
beneficiary under this Agreement shall have any power or right to
transfer, assign, anticipate, hypothecate, mortgage, commute,
modify or otherwise encumber in advance any of the benefits 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 Officer or his beneficiary, nor be
transferable by operation of law in the event of bankruptcy,
insolvency or otherwise. In the event the Officer 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 Bank and any Successor in Interest




	 
	 	The Bank expressly agrees that it 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 Agreement. This Agreement
shall be binding upon the parties hereto, their successors,
beneficiary(ies), heirs and personal representatives.




	C.
	 	Revocation




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




	D.
	 	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.




	E.
	 	Effect on Other Bank Benefit Plans




	 
	 	Nothing contained in this Agreement shall affect the right of the
Officer to participate in or be covered by any qualified or
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.

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	F.
	 	Headings




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




	G.
	 	Applicable Law




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




VII.  ERISA PROVISION



	A.
	 	Named Fiduciary and Plan Administrator




	 
	 	The “Named Fiduciary and Plan Administrator” of this plan shall be
the Bank of Upson until its removal by the Board. As Named
Fiduciary and Administrator, the Bank shall be responsible for the
management, control and administration of the Salary Continuation
Agreement 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 ministerial duties to qualified individuals.




	B.
	 	Claims Procedure and Arbitration




	 
	 	In the event a dispute arises over benefits under this Agreement
and benefits are not paid to the Officer (or to his beneficiary in
the case of the Officer’s death) and such claimants feel they are
entitled to receive such benefits, then a written claim must be
made to the Plan Administrator named above within ninety (90) days
from the date payments are refused. The Plan Administrator shall
review the written claim and if the claim is denied, in whole or in
part, they shall provide in writing within ninety (90) days of
receipt of such claim their specific reasons for such denial,
reference to the provisions of this Agreement 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
Plan Administrator fails to take any action within the aforesaid
ninety-day period.




	 
	 	If claimants desire a second review they shall notify the Plan
Administrator in writing within ninety (90) days of the first claim
denial. Claimants may review this Agreement or any documents
relating thereto and submit any written issues and comments they
may feel appropriate. In its sole discretion, the Plan
Administrator shall then review the second claim and provide a
written decision within ninety (90) 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 this
Agreement upon which the decision is based.

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	 	If claimants continue to dispute the benefit denial based upon
completed performance of this Agreement or the meaning and effect
of the terms and conditions thereof, then claimants may submit the
dispute to a Board of Arbitration for final arbitration. Said
Board shall consist of one member selected by the claimant, one
member selected by the Bank, and the third member selected by the
first two members. The Board 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 Board with respect
to any controversy properly submitted to it for determination.




	 
	 	Where a dispute arises as to the Bank’s discharge of the Officer
“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.




      IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Agreement and executed the original thereof on the
2nd day of June, 1998 and that, upon execution, each has received a
conforming copy.



	 	 	 
	 	 	
BANK OF UPSON
	 	 	 
	 	 	
By:
	
	 	


	Witness	 	
Title
	 	 	 
	
	 	


	Witness	 	
Daniel W. Brinks






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BENEFICIARY DESIGNATION FORM



PRIMARY DESIGNATION:




	 	 	 
	Name	 	Relationship
	
	 	


	 	 	 
	
	 	


	 	 	 
	
	 	


	 	 	 
	
	 	


	 	 	 
	CONTINGENT DESIGNATION:	 	 
	 	 	 
	
	 	


	 	 	 
	
	 	


	 	 	 
	
	 	


	 	 	 
	
	 	


	Daniel W. Brinks	 	
Date







10








 



LIFE INSURANCE



ENDORSEMENT METHOD SPLIT DOLLAR PLAN



AGREEMENT




	 	 	 
	
Insurer:
	 	Alexander Hamilton Life Insurance

Canada Life Insurance

Union Central Insurance
	 	 	 
	
Policy Number:
	 	AH5001976

US2650848

U20000056
	 	 	 
	
Bank:
	 	Bank of Upson
	 	 	 
	
Insured:
	 	Daniel W. Brinks
	 	 	 
	
Relationship of Insured to Bank:
	 	Executive





The respective rights and duties of the Bank and the Insured in the subject
policy shall be as defined in the following:



	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 his 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.




	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 Employee the amount of imputed
income received each year on Form W-2 or its equivalent.




	VI.
	 	DIVISION OF DEATH PROCEEDS




	 
	 	Subject to Paragraph VII 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 his
or her death, the Insured’s beneficiary(ies), designated in
accordance with Paragraph III, shall be entitled to an amount equal
to eighty percent (80%) of the net at risk insurance portion of the
proceeds. The net at risk insurance portion is the total proceeds
less the cash value of the policy.




	 	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 following
percentage of the proceeds described in subparagraph VI (A)
hereinabove that corresponds to the Insured’s age:





	 	 	 
	The Insured's age.	 	Vested
	
	 	

	Age 60	 	50%

	61-65	 	
An additional 10% vested per year
(to a total maximum of
100%)






	 	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.




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	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.
	 	PREMIUM WAIVER




	 
	 	If the policy contains a premium waiver provision, such waived amounts
shall be considered for all purposes of this Agreement as having been
paid by the Bank.




	IX.
	 	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.




	X.
	 	TERMINATION OF AGREEMENT




	 
	 	This Agreement shall terminate at the option of the Bank following thirty
(30) days written notice to the Insured upon the happening of any one of
the following:




	 	1.
	 	The Insured shall leave the service of the Bank (voluntarily
or involuntarily) prior to the Insured attaining the age of sixty
(60), or




	 	2.
	 	The Insured shall be discharged for cause. The term “for
cause” shall mean gross negligence or neglect in the performance of
his job or the commission of a felony or gross-misdemeanor involving
moral turpitude, fraud, dishonesty or willful violation of any law
that results in any adverse effect on the bank. If a dispute arises
as to discharge “for cause”, such dispute shall be resolved by the
board.




In the event that the Insured is terminated only under the terms as set
forth in subparagraph IX (1) above, the Insured (or assignee) shall have
a ninety (90) 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 shall be the greater
of:



	 	1.
	 	The Bank’s share of the cash value of the policy on the date
of such assignment, as defined in this Agreement.

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	 	2.
	 	The amount of the premiums which have been paid by the Bank
prior to the date of such assignment.




	 	
	 	Should the Insured (or assignee) fail to exercise this option within the
prescribed ninety (90) day period, the Insured (or assignee) agrees that
all of his rights, interest and claims in the policy shall terminate as
of the date of the termination of this Agreement.




	 	
	 	In the event, however, that the Insured is terminated “for cause” under
the terms as set forth in subparagraph IX (2) above, the Bank shall have
the right, in its sole discretion, to allow the Insured to exercise the
option as set forth above.




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




	XI.
	 	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.




	XII.
	 	AGREEMENT BINDING UPON THE PARTIES




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




	XIII.
	 	NAMED FIDUCIARY AND PLAN ADMINISTRATOR




	 	
	 	The Bank of Upson is hereby designated the “Named Fiduciary” until
resignation or removal by the board of directors. As Named Fiduciary,
the bank shall be responsible for the management, control, and
administration of this Split Dollar Plan as established herein. The
Named Fiduciary may allocate 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.




	XIV.
	 	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.




	XV.
	 	CLAIM PROCEDURES FOR LIFE INSURANCE POLICY AND SPLIT DOLLAR PLAN




	 	
	 	Claim forms or claim information as to the subject policy can be
obtained by contacting The Benefit Marketing Group, Inc. (770-952-1529).
When the Named Fiduciary has a claim which may be covered under the
provisions described in the insurance policy, he





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	 	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 to the Named Fiduciary.




	 	
	 	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, he should contact the office named above and they will
assist in making 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.




	XVI.
	 	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.




	XVII.
	 	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
for any and all liability.




Executed at Thomaston, Georgia, this 2 day of June, 1998.




	 	 	 	 	 
	 	 	BANK OF UPSON
	 	 	 	 	 
	 	 	
By:	 	 
	
	 	 	

	Witness	 	 	 	Title
	 	 	 	 	 
	
	 	

	Witness	 	Daniel W. Brinks






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BENEFICIARY DESIGNATION FORM




	 	 	 
	PRIMARY DESIGNATION:	 	 
	 	 	 
	Name	 	
Relationship
	 	 	 
	
	 	


	 	 	 
	
	 	


	 	 	 
	
	 	


	 	 	 
	CONTINGENT DESIGNATION:	 	 
	 	 	 
	
	 	


	 	 	 
	
	 	


	 	 	 
	
	 	


	 	 	 
	
	 	


	Daniel W. Brinks	 	
Date







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