Exhibit 10.2


    
      

    

    


    EXECUTIVE
      SALARY CONTINUATION AGREEMENT THAT

    SUPERSEDES
      AND REPLACES THE EXECUTIVE

    SUPPLEMENTAL
      RETIREMENT PLAN EXECUTIVE

    AGREEMENT
      DATED SEPTEMBER 26, 2002

     

     

    THIS
      AGREEMENT,
      made
      and entered into this _______ day of ____________, 2006, by and between
      Peachtree Bank, a bank organized and existing under the laws of the State of
      Alabama (hereinafter referred to as the “Bank”), and Harvey N. Clapp, an
      Executive of the Bank (hereinafter referred to as the “Executive”).

    


    WHEREAS,
      the
      Bank is a wholly owned subsidiary of Maplesville Bancorp, an Alabama corporation
      (hereinafter referred to as “Bancorp”);

    


    WHEREAS,
      the
      Bank
      and the Executive are parties to an Executive Supplemental Retirement Plan
      Executive Agreement dated the 26th day of September, 2002, between Peachtree
      Bank and Harvey N. Clapp that provides for the payment of certain benefits.
      This
      Executive Salary Continuation Agreement that supersedes and replaces the
      Executive Supplemental Retirement Plan Executive Agreement dated September
      26,
      2002, shall bring the Executive Supplemental Retirement Plan Executive Agreement
      dated September 26, 2002, into compliance with Internal Revenue Code §409A
      enacted on October 22, 2004. The benefits provided hereunder shall supersede
      and
      replace the existing Executive Supplemental Retirement Plan Executive Agreement
      and the benefits provided thereby;

    


    WHEREAS,
      the
      Executive has been and continues to be a valued Executive of the Bank, and
      is
      now employed with the Bank;

    


    WHEREAS,
      it is
      the consensus of the Board of Directors (hereinafter referred to as the “Board”)
      that the Executive’s employment with the Bank in the past has been of
      exceptional merit and has constituted an invaluable contribution to the general
      welfare of the Bank in bringing the Bank to its present status of operating
      efficiency and present position in its field of activity;

    


    WHEREAS,
      the
      Executive’s experience, knowledge of the affairs of the Bank, reputation, and
      contacts in the industry are so valuable that assurance of the Executive’s
      continued employment is essential for the future growth and profits of the
      Bank
      and it is in the best interest of the Bank to arrange terms of continued
      employment for the Executive so as to reasonably assure the Executive remains
      in
      the Bank’s employ during the Executive’s lifetime or until the age of
      retirement;

    


    WHEREAS,
      it is
      the desire of the Bank that the Executive’s employment be retained as herein
      provided;

    


    WHEREAS,
      the
      Executive is willing to continue in the employ of the Bank provided the Bank
      agrees to pay the Executive or the Executive’s beneficiary(ies), certain
      benefits in accordance with the terms and conditions hereinafter set
      forth;

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ACCORDINGLY,
      it is
      the desire of the Bank and the Executive to enter into this Agreement under
      which the Bank will agree to make certain payments to the Executive at
      retirement or the Executive’s beneficiary(ies) in the event of the Executive’s
      death pursuant to this Agreement;

    


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

    


    THEREFORE,
      in
      consideration of past employment performance and employment to be performed
      in
      the future as well as the mutual promises and covenants herein contained it
      is
      agreed as follows:

    


    
      	
              I.

            	
              EFFECTIVE
                DATE

            


    

    


    The
      Effective Date of this Agreement shall be January 1, 2006.

    


    
      	
              II.

            	
              EMPLOYMENT

            


    

    


    The
      Bank
      agrees to employ the Executive in such capacity as the Bank may from time to
      time determine. The Executive will continue in the employ of the Bank in such
      capacity and with such duties and responsibilities as may be assigned to him,
      and with such compensation as may be determined from time to time by the Board
      of Directors of the Bank.

    


    
      	
              III.

            	
              FRINGE
                BENEFITS

            


    

    


    The
      salary continuation benefits provided by this Agreement are granted by the
      Bank
      as a fringe benefit to the Executive and are not part of any salary reduction
      plan or an arrangement deferring a bonus or a salary increase. The Executive
      has
      no option to take any current payment or bonus in lieu of these salary
      continuation benefits except as set forth hereinafter.

    


    
      	
              IV.

            	
              DEFINITIONS

            


    

    


    
      	 	
              A.

            	
              Retirement
                Date:

            


    

    


    If
      the
      Executive remains in the continuous employ of the Bank, the Executive shall
      retire from active employment with the Bank on the Executive’s sixty-second
      (62nd) birthday or such later date as the Executive may actually
      retire.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              B.

            	
              Normal
                Retirement Age:

            


    

    


    Normal
      Retirement Age shall mean the date on which the Executive attains age sixty-two
      (62).

    


    
      	 	
              C.

            	
              Plan
                Year:

            


    

    


    Any
      reference to “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.

    


    
      	 	
              D.

            	
              Termination
                of Employment:

            


    

    


    Termination
      of Employment shall mean voluntary resignation of employment by the Executive
      or
      the Bank’s discharge of the Executive without cause (Subparagraph IV [E]), prior
      to the Normal Retirement Age (Subparagraph IV [B]).

    


    
      	 	
              E.

            	
              Discharge
                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 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 (as long as
      such
      duties are consistent with his duties as of the date of the Agreement, with
      such
      changes as the Executive may agree to); 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 Executive Plan.
      In
      the alternative, if the Executive is permitted to resign due to inappropriate
      conduct as defined above, the Board of Directors may vote to deny all benefits.
      A majority decision by the Board of Directors is required for forfeiture of
      the
      Executive’s benefits.

    


    
      	 	
              F.

            	
              Change
                of Control:

            


    

    


    In
      accordance with Internal Revenue Code §409A, the Change of Control shall be
      defined as the occurrence of any one of the following:

    


    
      	 	
              a.

            	
              the
                acquisition of more than fifty percent (50%) of the value orvoting
                power
                of the Bank’s or Bancorp’s stock by a person or
                group;

            


    

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              b.

            	
              the
                acquisition in a period of twelve (12) months or less of at least
                thirty-five percent (35%) of the Bank’s or Bancorp’s stock by a person or
                group;

            


    

    


    
      	 	
              c.

            	
              the
                replacement of a majority of the Bank’s board in a period of twelve (12)
                months or less by Directors who were not endorsed by a majority of
                the
                current board members; or

            


    

    


    
      	 	
              d.

            	
              the
                acquisition in a period of twelve (12) months or less of forty percent
                (40%) or more of the Bank’s or Bancorp’s assets by an unrelated
                entity.

            


    

    


    For
      the
      purposes of this Agreement, transfers made 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.

    


    
      	 	
              G.

            	
              Disability:

            


    

    


    An
      Executive is considered disabled if he or she is: [1] unable to engage in any
      substantial gainful activity by reason of any medically determinable physical
      or
      mental impairment which can be expected to result in death or can be expected
      to
      last for a continuous period of not less than twelve (12) months; or [2] by
      reason of any medically determinable physical or mental impairment which can
      be
      expected to result in death or can be expected to last for a continuous period
      of not less than twelve (12) months, receiving income replacement benefits
      for a
      period of not less than three (3) months under an accident and health plan
      covering the Executive of the Bank. If there is a dispute regarding whether
      the
      Executive is disabled, such dispute shall be resolved by a physician mutually
      selected by the Bank and the Executive and such resolution shall be binding
      upon
      all parties to this Agreement.

    


    
      	
              V.

            	
              RETIREMENT
                BENEFIT AND POST-RETIREMENT DEATH
                BENEFIT

            


    

    


    The
      Bank,
      commencing with the first day of the second month following the Retirement
      Date
      (Subparagraph IV [A]), shall pay the Executive an annual benefit equal
      Ninety-Five Thousand and 00/100th Dollars ($95,000.00). Said benefit shall
      be
      paid in equal monthly installments (1/12th of the annual benefit) until the
      death of the Executive. Upon the death of the Executive, if there is a balance
      in the accrued liability retirement account, such balance shall be paid in
      one
      (1) lump sum to the individual or individuals the Executive may have designated
      in writing and filed with the Bank. In the absence of any effective beneficiary
      designation, any such amount becoming due and payable upon the death of the
      Executive shall be payable to the duly qualified executor or administrator
      of
      the Executive’s estate. Said payment due hereunder shall be made the first day
      of the second month following the decease of the Executive.

    


    In
      accordance with the Internal Revenue Code §409A, if the Executive is a Key
      Employee, and said Bank is publicly traded at the time of retirement, any such
      benefit payment shall be withheld for six (6) months following such
      retirement.

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    
      	
              VI.

            	
              DEATH
                BENEFIT PRIOR TO
                RETIREMENT

            


    

    


    In
      the
      event the Executive should die while actively employed by the Bank at any time
      after the date of this Agreement but prior to the Executive attaining the age
      of
      sixty-two (62) years (or such later date as may be agreed upon), the Bank will
      pay the accrued balance on the date of death, of the Executive’s accrued
      liability retirement account in one (1) lump sum, the first day of the second
      month following the Executive’s death, to such individual or individuals as the
      Executive may have designated in writing and filed with the Bank, at which
      time
      this Agreement shall terminate. In the absence of any effective beneficiary
      designation, any such amount becoming due and payable upon the death of the
      Executive shall be payable to the duly qualified executor or administrator
      of
      the Executive’s estate. Said payment due hereunder shall be made by the first
      day of the second month following the decease of the Executive.

    


    
      	
              VII.

            	
              DISABILITY

            


    

    


    In
      the
      event the Executive becomes disabled prior to the Executive’s Retirement Date
      (Subparagraph IV [A]), and the Executive’s employment is terminated because of
      such disability, he shall become one hundred percent (100%) vested in the
      balance of the accrued liability retirement account. Said balance shall be
      paid
      in a lump sum, without regard to the Executive’s Normal Retirement Age
      (Subparagraph IV [B]), thirty (30) days following such termination of
      employment.

    


    
      	
              VIII.

            	
              BENEFIT
                ACCOUNTING/ACCRUED LIABILITY RETIREMENT
                ACCOUNT

            


    

    


    The
      Bank
      shall account for this benefit using the regulatory accounting principles of
      the
      Bank’s primary federal regulator. The Bank shall establish an accrued liability
      retirement account for the Executive into which appropriate reserves shall
      be
      accrued.

    


    
      	
              IX.

            	
              VESTING

            


    

    


    The
      Executive shall be one hundred percent (100%) vested in the accrued liability
      retirement account.

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    
      	
              X.

            	
              TERMINATION
                OF EMPLOYMENT

            


    

    


    Subject
      to Subparagraph IV (E), in the event that the employment of the Executive
      shall terminate prior to Normal Retirement Age, as provided in Subparagraph
      IV
      (B), by the Executive’s voluntary action, or by the Executive’s discharge by the
      Bank without cause, then this Agreement shall terminate upon the date of such
      termination of employment and the Bank shall pay to the Executive an amount
      of
      money equal to balance of the Executive’s accrued liability retirement account
      on the date of said termination, multiplied by the Executive’s cumulative vested
      percentage (Paragraph IX). This compensation shall be paid in one (1) lump
      sum
      the first day of the second month following said Termination.

    


    In
      accordance with Internal Revenue Code §409A, if the Executive is a Key Employee,
      and said Bank is publicly traded at the time of termination of employment,
      any
      such benefit payment shall be withheld for six (6) months following such
      termination of employment.

    


    In
      the
      event the Executive’s death should occur after such termination but prior to the
      payment provided for in this Paragraph X, the balance shall be paid, in one
      (1)
      lump sum to such individual or individuals as the Executive may have designated
      in writing and filed with the Bank. In the absence of any effective beneficiary
      designation, any such amount shall be payable to the duly qualified executor
      or
      administrator of the Executive’s estate. Said payment due hereunder shall be
      made the first day of the second month following the decease of the
      Executive.

    


    In
      the
      event the Executive shall be discharged for cause at any time in accordance
      with
      Subparagraph IV (E), this Agreement shall terminate and all benefits provided
      herein shall be forfeited.

    


    
      	
              XI.

            	
              CHANGE
                OF CONTROL

            


    

    


    If
      the
      Executive subsequently suffers a Termination of Employment (voluntarily or
      involuntarily), except for cause, anytime subsequent to a Change of Control
      as
      defined in Subparagraph IV (F), then the Executive shall receive the benefits
      in
      Paragraph V herein upon attaining Normal Retirement Age (Subparagraph IV [B]),
      as if the Executive had been continuously employed by the Bank until the
      Executive’s Normal Retirement Age. Said payment shall be made in accordance with
      Internal Revenue Code §409A. The Executive will also remain eligible for all
      promised death benefits in this Agreement. In addition, no sale, merger,
      consolidation or conversion of the Bank or Bancorp shall take place unless
      the
      new or surviving entity expressly acknowledges the obligations under this
      Agreement and agrees to abide by its terms.

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    
      	
              XII.

            	
              RESTRICTIONS
                ON 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 Executive Plan. The Executive, 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 Executive 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 Executive 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 Executive be
      deemed to have any lien, right, title or interest in any specific funding
      investment or assets of the Bank.

    


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

    


    
      	
              XIII.

            	
              MISCELLANEOUS

            


    

    


    
      	 	
              A.

            	
              Alienability
                and Assignment Prohibition:

            


    

    


    Neither
      the Executive, nor the Executive’s surviving spouse, nor any other
      beneficiary(ies) under this Executive Plan 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 Executive or the
      Executive’s beneficiary(ies), nor be transferable by operation of law in the
      event of bankruptcy, insolvency or otherwise. In the event the Executive 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:

            


    

    


    Neither
      the Bank nor Bancorp shall merge or consolidate into or with another bank or
      company or sell substantially all of either of its assets to another bank,
      firm
      or person until such bank, firm or person expressly agree, in writing, to assume
      and discharge the duties and obligations of the Bank under this Executive Plan.
      This Executive Plan shall be binding upon the parties hereto, their successors,
      beneficiaries, heirs and personal representatives.

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              C.

            	
              Amendment
                or Revocation:

            


    

    


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

    


    
      	 	
              D.

            	
              Gender:

            


    

    


    Whenever
      in this Executive 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 Executive Plan shall affect the right of the Executive 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.

    


    
      	 	
              F.

            	
              Headings:

            


    

    


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

    


    
      	 	
              G.

            	
              Applicable
                Law:

            


    

    


    The
      laws
      of the State of Alabama shall govern the validity and interpretation of this
      Agreement.

    


    
      	 	
              H.

            	
              Partial
                Invalidity:

            


    

    


    If
      any
      term, provision, covenant, or condition of this Executive 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 Executive Plan
      shall remain in full force and effect notwithstanding such partial
      invalidity.

    


    
      	 	
              I.

            	
              Not
                a Contract of Employment:

            


    

    


    This
      Agreement shall not be deemed to constitute a contract of employment between
      the
      parties hereto, nor shall any provision hereof restrict the right of the Bank
      to
      discharge the Executive, or restrict the right of the Executive to terminate
      employment.

     

    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    
       

      
        	 	
                J.

              	
                Supersede
                  and Replace Entire Agreement:

              


      

      


      This
        Agreement shall supersede the Executive Supplemental Retirement Plan Executive
        Agreement dated the 26th day of September, 2002, and shall replace the entire
        agreement of the parties pertaining to this particular Executive Salary
        Continuation Agreement.

       

    

    
      	
              XIV.

            	
              ADMINISTRATIVE
                AND CLAIMS PROVISION

            


    

    


    
      	 	
              A.

            	
              Plan
                Administrator:

            


    

    


    The
“Plan
      Administrator” of this Executive Plan shall be Peachtree Bank. As Plan
      Administrator, the Bank shall be responsible for the management, control and
      administration of the Executive Plan. The Plan Administrator may delegate to
      others certain aspects of the management and operation responsibilities of
      the
      Executive Plan including the employment of advisors and the delegation of
      ministerial duties to qualified individuals.

    


    
      	 	
              B.

            	
              Claims
                Procedure:

            


    

    


    
      	 	
              a.

            	
              Filing
                a Claim for Benefits:

            


    

    


    Any
      insured, beneficiary, or other individual, (“Claimant”) entitled to benefits
      under this Executive Plan will file a claim request with the Plan Administrator.
      The Plan Administrator will, upon written request of a Claimant, make available
      copies of all forms and instructions necessary to file a claim for benefits
      or
      advise the Claimant where such forms and instructions may be obtained. If the
      claim relates to disability benefits, then the Plan Administrator shall
      designate a sub-committee to conduct the initial review of the claim (and
      applicable references below to the Plan Administrator shall mean such
      sub-committee).

    


    
      	 	
              b.

            	
              Denial
                of Claim:

            


    

    


    A
      claim
      for benefits under this Executive Plan will be denied if the Bank determines
      that the Claimant is not entitled to receive benefits under the Executive Plan.
      Notice of a denial shall be furnished the Claimant within a reasonable period
      of
      time after receipt of the claim for benefits by the Plan Administrator. This
      time period shall not exceed more than ninety (90) days after the receipt of
      the
      properly submitted claim. In the event that the claim for benefits pertains
      to
      disability, the Plan Administrator shall provide written notice within
      forty-five (45) days. However, if the Plan Administrator determines, in its
      discretion, that an extension of time for processing the claim is required,
      such
      extension shall not exceed an additional ninety (90) days. In the case of a
      claim for disability benefits, the forty-five (45) day review period may be
      extended for up to thirty (30) days if necessary due to circumstances beyond
      the
      Plan Administrator’s control, and for an additional thirty (30) days, if
      necessary. Any extension notice shall indicate the special circumstances
      requiring an extension of time and the date by which the Plan Administrator
      expects to render the determination on review.

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              c.

            	
              Content
                of Notice:

            


    

    


    The
      Plan
      Administrator shall provide written notice to every Claimant who is denied
      a
      claim for benefits which notice shall set forth the following:

    


    
      	 	
              (i.)

            	
              The
                specific reason or reasons for the
                denial;

            


    

    


    
      	 	
              (ii.)

            	
              Specific
                reference to pertinent Executive Plan provisions on which the denial
                is
                based;

            


    

    


    
      	 	
              (iii.)

            	
              A
                description of any additional material or information necessary for
                the
                Claimant to perfect the claim, and any explanation of why such material
                or
                information is necessary; and

            


    

    


    
      	 	
              (iv.)

            	
              Any
                other information required by applicable regulations, including with
                respect to disability benefits.

            


    

    


    
      	 	
              d.

            	
              Review
                Procedure:

            


    

    


    The
      purpose of the Review Procedure is to provide a method by which a Claimant
      may
      have a reasonable opportunity to appeal a denial of a claim to the Plan
      Administrator for a full and fair review. The Claimant, or his duly authorized
      representative, may:

    


    
      	 	
              (i.)

            	
              Request
                a review upon written application to the Plan Administrator. Application
                for review must be made within sixty (60) days of receipt of written
                notice of denial of claim. If the denial of claim pertains to disability,
                application for review must be made within one hundred eighty (180)
                days
                of receipt of written notice of the denial of
                claim;

            


    

    


    
      	 	
              (ii.)

            	
              Review
                and copy (free of charge) pertinent Executive Plan documents, records
                and
                other information relevant to the Claimant’s claim for
                benefits;

            


    

     

     

    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    
       

      
        	 	
                (iii.)

              	
                Submit
                  issues and concerns in writing, as well as documents, records,
                  and other
                  information relating to the claim.

              


      

       

    

    
      	 	
              e.

            	
              Decision
                on Review:

            


    

    


    A
      decision on review of a denied claim shall be made in the following
      manner:

    


    
      	 	
              (i.)

            	
              The
                Plan Administrator may, in its sole discretion, hold a hearing on
                the
                denied claim. If the Claimant’s initial claim is for disability benefits,
                any review of a denied claim shall be made by members of the Plan
                Administrator other than the original decision maker(s) and such
                person(s)
                shall not be a subordinate of the original decision maker(s). The
                decision
                on review shall be made promptly, but generally not later than sixty
                (60)
                days after receipt of the application for review. In the event that
                the
                denied claim pertains to disability, such decision shall not be made
                later
                than fortyfive (45) days after receipt of the application for review.
                If
                the Plan Administrator determines that an extension of time for processing
                is required, written notice of the extension shall be furnished to
                the
                Claimant prior to the termination of the initial sixty (60) day period.
                In
                no event shall the extension exceed a period of sixty (60) days from
                the
                end of the initial period. In the event the denied claim pertains
                to
                disability, written notice of such extension shall be furnished to
                the
                Claimant prior to the termination of the initial forty-five (45)
                day
                period. In no event shall the extension exceed a period of thirty
                (30)
                days from the end of the initial period. The extension notice shall
                indicate the special circumstances requiring an extension of time
                and the
                date by which the Plan Administrator expects to render the determination
                on review.

            


    

    


    
      	 	
              (ii.)

            	
              The
                decision on review shall be in writing and shall include specific
                reasons
                for the decision written in an understandable manner with specific
                references to the pertinent Executive Plan provisions upon which
                the
                decision is based.

            


    

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (iii.)

            	
              The
                review will take into account all comments, documents, records and
                other
                information submitted by the Claimant relating to the claim without
                regard
                to whether such information was submitted or considered in the initial
                benefit determination. Additional considerations shall be required
                in the
                case of a claim for disability benefits. For example, the claim will
                be
                reviewed without deference to the initial adverse benefits determination
                and, if the initial adverse benefit determination was based in whole
                or in
                part on a medical judgment, the Plan Administrator will consult with
                a
                health care professional with appropriate training and experience
                in the
                field of medicine involving the medical judgment. The health care
                professional who is consulted on appeal will not be the same individual
                who was consulted during the initial determination or the subordinate
                of
                such individual. If the Plan Administrator obtained the advice of
                medical
                or vocational experts in making the initial adverse benefits determination
                (regardless of whether the advice was relied upon), the Plan Administrator
                will identify such experts.

            


    

    


    
      	 	
              (iv.)

            	
              The
                decision on review will include a statement that the Claimant is
                entitled
                to receive, upon request and free of charge, reasonable access to,
                and
                copies of, all documents, records or other information relevant to
                the
                Claimant’s claim for benefits.

            


    

    


    
      	 	
              f.

            	
              Exhaustion
                of Remedies:

            


    

    


    A
      Claimant must follow the claims review procedures under this Executive Plan
      and
      exhaust his or her administrative remedies before taking any further action
      with
      respect to a claim for benefits.

    


    
      	 	
              C.

            	
              Arbitration:

            


    

    


    If
      claimants continue to dispute the benefit denial based upon completed
      performance of this Executive 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 Executive “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.

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    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.

    


    
      	 	 	 PEACHTREE
              BANK
	 	 	 Maplesville,
              AL
	 	 	 
	 	 	 
	 	 	 
	 	 	
              By:

            	 
	 Witness	 	 (Bank
              Officer other than
              Insured)                            
              Title
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
              Witness

            	 	Harvey
              N. Clapp


    

    
 

    13