**EXHIBIT 10.6****SEVERANCE PROTECTION AGREEMENT**     This Severance Protection Agreement (“Agreement”) is made by and between FIRST BANK. OFGEORGIA, a banking corporation chartered under the laws of the State of Georgia (the “Bank’) andREMER Y. BRINSON, an employee of the Bank (the “Employee”).W I T N E S S E T H:     WHEREAS, the Employee is currently an officer of the Bank holding the title of President**;**and     WHEREAS, the Bank and the Employee desire to provide for the payment of severance pay to theEmployee in the event of termination of Employee’s employment with the Bank following a change incontrol of the Bank and/or the Bank’s parent holding company, Georgia-Carolina Bancshares, Inc.(the “Company”), on the terms and conditions set forth in this Agreement;     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants andconditions set forth herein, the Bank and the Employee agree herein as follows:     1. **OPERATION OF AGREEMENT.**This Agreement shall be effective immediately upon its execution,but its provisions shall not be operative, for any reason, unless and until a “Change in Control”(as such term is defined in paragraph 2 hereof) has occurred.     2. **CHANGE IN CONTROL**. (a) Unless otherwise provided, the term “Change in Control” as used inthis Agreement shall mean the first to occur of any of the following; (i) The effective date of any transaction or series of transactions(other than a transaction to which only the Company and one or more of itssubsidiaries are parties) pursuant to which (a) the Company merges into orbecomes a subsidiary of another corporation or (b) one or more of the Company’ssubsidiaries (including but not limited to the Bank) becomes a subsidiary of ormerges with another entity, or (c) substantially all of the assets of theCompany are sold to or acquired by a person, corporation or group of associatedpersons acting in concert who are not members of the present Board of Directorsof the Company.  (ii) The date upon which any person, corporation, or group ofassociated persons acting in concert becomes a direct or indirect beneficialowner of shares of stock of the Company representing an aggregate of more than25% of the votes then entitled to be cast at an election of directors of theCompany; or
 

 
 (iii) The date upon which the persons who were members of the Board ofDirectors of the Company as of the date of this Agreement (the “OriginalDirectors”) cease to constitute a majority of the Board of Directors of theCompany; provided, however, that any new director whose nomination orselection has been approved by the unanimous affirmative vote of theOriginal Directors then in office shall also be deemed an Original Director.     (b) Notwithstanding the foregoing and for purposes of paragraph 4(b) below only, the term“Change in Control” shall mean the date upon which any person, corporation, or group of associatedpersons acting in concert becomes a direct or indirect beneficial owner of shares of stock of theCompany representing an aggregate of 50% or more of the votes then entitled to be cast at anelection of directors of the Company.     3. **SEVERANCE PAY UPON TERMINATION BY THE BANK WITHOUT CAUSE OR BY EMPLOYEE FOR CAUSE.**If,during the three (3) year period immediately following a Change in Control, the Employee’semployment with the Bank is terminated either:     (a) by the Bank for no reason or for any reason other than as a result of: (i) the gross negligence or willful misconduct by the Employee which ismaterially damaging to the business of the Bank or the Company;  (ii) the conviction of the Employee of any crime involving breach oftrust or moral turpitude;  (iii) a consistent pattern of failure by the Employee to follow thereasonable written instructions or policies of the Employee’s supervisor or theBoard of Directors of the Bank or Company; or  (iv) receipt by the Bank or the Company of any written notice fromthe Georgia Department of Banking and Finance, the Federal Deposit InsuranceCorporation or the Board of Governors of the Federal Reserve System requiringthe removal of the Employee.     (b) by the Employee as a result of, and within ninety (90) days following: (i) a reduction in the Employee’s rate of regular compensation fromthe Bank to an amount below the rate of the Employee’s regular compensation asin effect immediately prior to the Change in Control; or  (ii) a requirement that the Employee relocate to a county other thanColumbia, McDuffie or Richmond County; or
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 (iii) a reduction in the Employee’s duties, title, and/or responsibilities,as were previously set prior to the Change in Control,then the Bank shall pay the Employee an amount equal to two (2) times the rate of the Employee’sannual regular compensation (not including bonuses, benefits, grant of options or any othercompensation other than regular periodic salary payments) as in effect immediately prior to theChange in Control. Such compensation shall be paid in a lump sum within thirty (30) days after suchtermination or on a monthly basis as specified in writing by the Employee.     4. **SEVERANCE PAY UPON TERMINATION BY THE EMPLOYEE.**Within ninety (90) days after the dateupon which a Change in Control occurs as defined in: (a) paragraphs 2(a)(i)-(iii) above, Employee may terminateemployment and the Bank shall pay Employee an amount equal to Employee’s regular annual compensation (not includingbonuses, benefits, grant of options, or any other compensation other than regular periodic salarypayments) as in effect immediately prior to the Change in Control as set forth is paragraphs2(a)(i)-(iii) hereof. Such compensation shall be paid in a lump sum within thirty (30) days of suchtermination or on a monthly basis as specified in writing by the Employee; or (b) paragraph 2(b) above, Employee may terminate its employmentand the Bank shall pay Employee an amount equal to one and one half (1 1/2) times the rate of Employee’s regularannual compensation (not including bonuses, benefits, grant of options, or any other compensationother than regular periodic salary payments) as in effect immediately prior to the Change inControl as set forth in paragraph 2(b) hereof. Such compensation shall be paid in a lump sumwithin thirty (30) days of such termination or on a monthly basis as specified in writing by theEmployee.     5. **NO SEVERANCE PAY UPON OTHER TERMINATION.**Upon any termination of Employee’s employmentwith the Bank other than a termination specified in paragraphs 3 and 4, the sole obligation of theBank to the Employee shall be to pay Employee’s regular compensation up to the effective date ofthe termination.     6. **ENTIRE OBLIGATION.**Payment to the Employee pursuant to paragraph 3 or 4 of this Agreementshall constitute the entire obligation of the Bank to the Employee in full settlement of any claimat law or in equity that the Employee may otherwise assert against the Bank or any of itsemployees, officers or directors on account of the Employee’s termination of employment.     7. **NO OBLIGATION TO CONTINUE EMPLOYMENT.**This Agreement does not create any obligation on thepart of the Bank to continue to employ the Employee following a Change in Control or in the absenceof a Change in Control.     8. **TERM OF AGREEMENT.**This Agreement shall remain in effect for a term of three (3) yearsfrom the date hereof and shall automatically renew for an additional three (3) years on eachanniversary thereof, unless Employee is otherwise notified to the contrary thirty (30) days
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prior to such anniversary by the Bank, in which case this Agreement shall terminate two (2)years from such anniversary.     9. **SEVERABILITY.**Should any clause, portion or section of this Agreement be unenforceable orinvalid for any reason, such unenforceability or invalidity shall not affect the enforceability orvalidity of the remainder of this Agreement,     10. **ASSIGNMENT, SUCCESSOR AND INTEREST.**This agreement being personal to the Employee, it maynot be assigned by the Employee. The terms and conditions of this Agreement shall inure to thebenefit of and be binding upon the successors and assigns of the Bank and/or the Company and theheirs, executors and personal representatives of the Employee.     11. **WAIVER.**Failure to insist upon strict compliance with any of the terms, covenants, andconditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, norshall any waiver or relinquishment of any right or power hereunder at any one or more times bedeemed a waiver or relinquishment of such right or power at any other time or times.     IN WITNESS WHEREOF, this Agreement has been executed by the undersigned duly authorized onthis 4th day of September, 2000.      **BANK:**