Exhibit
10.6
 SECOND AMENDMENT TO THE
KEY OFFICER COMPENSATION AGREEMENT
  WITNESSETH




---



##### 



d.
    
    Optional Termination (Change of Control). In the event that 50% of
the issued and outstanding shares of the Bank or its parent, GBFC, excluding the shares
set aside pursuant to an incentive stock option plan, are acquired by any one entity or
person, or group of persons or entities acting in concert which are not shareholders on
the effective date of this Agreement, the Executive shall have certain rights, as
follows. If the Executive is required by the Bank, its successor or the successor to
GBFC to (i) relocate to a geographical area more than thirty-five (35) miles from 3530
Wheeler Road, Augusta, Georgia; (ii) accept a reduction in the Executives Base Salary
or Annual Incentive Compensation below a rate in effect on the effective date of such
change of control (the Take Over Date); or (iii) perform duties and occupy a position
other than described in Section 2 above, the Executive may terminate his employment and
the Bank, its successor or the successor to GBFC shall pay the Executive the sum of his
Base Salary (at the monthly rate in effect on the Take Over Date) and one-twelfth of
his Annual Incentive Compensation (based on the percentage of Base Salary payable for
meeting target performance goals for the Banks fiscal year in which the termination
occurs) for a period equal to two (2) years or the remaining term of this Agreement,
whichever is greater, which amount shall be paid to the Executive in consecutive
monthly installments commencing on the 1st day of the month following the
termination of employment. Additionally, the Bank, its successor or the successor to
GBFC shall continue to pay medical insurance benefits then in force for the Executive
and his family for a period equal to the shorter of: (i) two (2) years or the remaining
term of this Agreement, whichever is greater; or (ii) the period for which Executive
(and his eligible dependents, if applicable) are eligible for COBRA continuation
coverage. In the event the Executive subsequently obtains medical insurance benefits through other employment during the period that
such benefits are provided by the Bank, its successor or the successor to GBFC under
this Section 6.d., the Bank, its successor or the successor to GBFC,
 2




---



##### 



as applicable,
shall be relieved of its obligations to pay for medical insurance for the Executive
and his family.
  e.
    
    Separation from Service. With respect to the Executives employment
pursuant to this Agreement, references to the terms discharge, discharged,
terminate, terminated, termination, or similar terms hereunder shall mean a
separation from service within the meaning of Treasury Regulations Section
1.409A-1(h).
  f.
    
    Six-Month Delay for a Specified Employee. Notwithstanding any
provision in the Agreement to the contrary, if the Executive is a specified employee
within the meaning of Code Section 409A on the date of his termination of employment,
then such portion of the payments provided for in this Agreement that would result in a
tax under Code Section 409A if paid during the first six (6) months after termination
of employment shall be withheld, starting with the payments latest in time during such
six (6) month period, and paid to the Executive during the seventh month following the
date of his termination of employment.
   GEORGIA BANK & TRUST COMPANY
OF AUGUSTABy:
    /s/ R. Daniel BlantonName:
    R. Daniel BlantonTitle:
    President and CEOEXECUTIVE:By:
    /s/ Ronald L. Thigpen 3