<PAGE>


                                                                   EXHIBIT 10.12

                      FORM OF CHATTAHOOCHEE NATIONAL BANK
                            DIRECTORS' DEFERRAL PLAN

         By a vote of the Chattahoochee National Bank Board of Directors,
(hereinafter referred to as the "Bank") on the ____ day of
_____________________, 2003, the Bank has established the Chattahoochee National
Bank Directors' Deferral Plan (hereinafter referred to as the "Benefit Plan") to
allow eligible Directors and Officers the opportunity to participate in the Plan
and defer all or a portion of their fees or salary in accordance therewith;

         It is the intent of the Bank that this Benefit Plan be considered an
unfunded arrangement maintained primarily to provide supplemental retirement
benefits, and to be considered a non-qualified benefit plan for purposes of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").

I.       ELIGIBILITY

         Those individuals selected by the Board of Directors and designated in
         resolutions of the Board and members of the Board of Directors shall be
         eligible to become a participant in this Benefit Plan (hereinafter
         referred to as the, "Participant").

II.      FEES AND COMPENSATION

         The fees covered under this Benefit Plan shall be the amounts paid to
         the Participant for the Participant's services, including attendance
         fees and retainer fees, and shall include committee fees. Participants
         may elect to defer either: (i) no fees; (ii) fifty percent (50%) of
         fees; or (iii) one hundred percent (100%) of fees. The deferred fees
         covered under this Benefit Plan shall be credited to the Participant
         subject to the election requirement of Subparagraph III (A)
         hereinbelow.

III.     DEFERRED COMPENSATION

         A.       Election Participant's Deferred Compensation

                  The Participant shall at the same time as entering this
                  Benefit Plan file a written statement with the Bank notifying
                  the Bank as to the percent (%) or dollar amount of fees and
                  compensation as defined in Paragraph II that are to be
                  deferred and the actual investments [as defined in
                  Subparagraph VI (G)] (hereinafter referred to as the,
                  "Election Form"). A copy of the said Election Form is attached
                  hereto and marked as Exhibit "A-l". The election to defer fees
                  and compensation may only be made for fees and compensation
                  not yet earned as of the date of said election. Signed written
                  statements filed under this section, unless modified or
                  revoked, shall be valid for all succeeding years. Any
                  modification or revocation of a signed written statement must
                  be in writing, made one (1) year prior to receiving benefits
                  hereunder, and shall be effective for calendar years
                  succeeding the year in which the modification or revocation is
                  made.


<PAGE>

         B.       Payment of Participant's Deferred Compensation:

                  At all times, the Participant shall be one hundred percent
                  (100%) vested in the Participant's Deferred Compensation
                  Account [as defined in Subparagraph IV (A)(i)]. Payment of the
                  Participant's Deferred Account balance shall commence on the
                  first day of the calendar month following the happening of one
                  of the following events as the participant has designated in
                  the participant's election form: (i) the end of the
                  Participant's term of office due to resignation, removal,
                  failure to be re elected; (ii) retirement; (iii) at the
                  participants age designated on the participant's election
                  form; (iv) upon such other event as shall be designated in the
                  participant's election form; or (v) early withdrawal as set
                  forth hereinbelow, and shall continue, if applicable, as set
                  forth in the Participant's Election Form.

                  (i)      Retirement. Retirement age for Directors shall be age
                           sixty five (65) or such other date as the Participant
                           may actually retire.

                  (ii)     Early Withdrawal. The Bank shall permit early
                           withdrawals under certain circumstances. The
                           Participant may submit an application for an
                           in-service early withdrawal to the Board of
                           Directors. If, in the discretion of the Board, the
                           Participant is permitted to take an early withdrawal,
                           the Board shall cause the Trustee to pay an
                           in-service distribution to such Participant from the
                           Participant's Account. Such distribution shall be
                           paid as set forth in Subparagraph III (H) as soon as
                           administratively feasible, after the Board determines
                           that the Participant is permitted to take an early
                           withdrawal. The amount of such payment shall be
                           limited to the amount reasonably necessary to meet
                           the Participant's requirements resulting from any
                           reason for an early withdrawal.

         C.       Investment of Participant's Deferred Compensation:

                  The Participant shall at the same time as entering this
                  Benefit Plan notify the Bank on the Election Form as to the
                  percent (%) of deferred compensation that is to be allocated
                  among the "actual investment" choice as defined in
                  Subparagraph VI (G) herein. The Participant may make changes
                  to the allocation of their "actual investments" annually as
                  set forth in subparagraph III (A) herein.

         D.       Dividends on Bank Stock:

                  Any dividends on the Bank stock shall be reinvested each year.

         E.       Method of Payment of the Participant's Deferred Compensation
                  Account:

                  The Participant's Deferred Compensation Account shall be paid
                  to the Participant as set forth in this agreement in either,
                  at the sole discretion of the Bank: (i) Bank Stock; (ii) cash;
                  or (iii) a combination of Bank stock and cash.



                                       2
<PAGE>

IV.      PARTICIPANT'S DEFERRED COMPENSATION ACCOUNT AND RABBI TRUST

         A.       Rabbi Trust

                  The Bank shall establish a Rabbi Trust for the Benefit Plan,
                  The Bank shall pay all deferral amounts and matching
                  contributions, if any, to the Rabbi Trust. Said Trustee shall
                  make actual investments and payments in accordance with this
                  Benefit Plan.

                  (i)      Participant's Deferred Compensation Account. The
                           Trustee shall establish and maintain an account on
                           behalf of each Participant. A Participant's Account
                           shall be credited with (i) the amount of Fees and
                           Compensation the Participant elects to defer under
                           the Election Form, (ii) other Bank Contributions, and
                           (iii) earnings or losses attributable to the Account.
                           Each Account of a Participant shall be maintained
                           until the value thereof has been distributed to or on
                           behalf of such Participant or the Participant's
                           beneficiary(ies). The value of said account shall be
                           calculated annually.

V.       DEATH OF DIRECTOR

         A.       Prior to Commencement of Payments:

                  In the event of the death of the Participant prior to
                  commencement of payments, within thirty (30) days after the
                  Participant's death, the Participant's Deferred Compensation
                  Account balance as of the date of death shall be paid as set
                  forth in the Election Form, or in a lump sum, at the
                  discretion of the Bank, to such individual or individuals as
                  the Participant may have designated in writing and filed with
                  the Bank. In the event no designation is made, the
                  Participant's account balance shall be paid as set forth
                  herein to the duly qualified executor or administrator of the
                  Participant's estate.

         B.       Subsequent to Commencement of Payments:

                  In the event of the death of the Participant after
                  commencement of payments but prior to the Participant
                  receiving all payments due the Participant under this Benefit
                  Plan, within thirty (30) days after the Participant's death,
                  the remaining Deferred Compensation Account balance as of the
                  date of death shall be paid as set forth in the Election Form,
                  or in a lump sum, at the discretion of the Bank, to such
                  individual or individuals as the Participant may have
                  designated in writing and filed with the Bank. In the event no
                  designation is made, the Participant's account balance shall
                  be paid as set forth herein to the duly qualified executor or
                  administrator of the Participant's estate.



                                       3
<PAGE>

VI.      MISCELLANEOUS

         A.       Amendment or Revocation:

                  It is understood that, during the lifetime of the Participant,
                  this Benefit Plan may be amended or revoked at any time or
                  times, in whole or in part, at the sole discretion of the
                  Bank.

         B.       Gender:

                  Whenever in this Benefit 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.

         C.       Effect on Other Bank Benefit Plans:

                  Nothing contained in this Benefit Plan shall affect the right
                  of the Participant 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.

         D.       Headings:

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

         E.       Partial Invalidity:

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

         F.       Continuation as Participant:

                  Neither this Benefit Plan nor the payments of any benefits
                  thereunder shall be construed as giving to the Participant any
                  right to be retained as a member of the Board of Directors of
                  the Bank.

         G.       Actual Investments:

                  One hundred percent (100%) of the percentage of fees and
                  compensation the participant has elected to defer shall be
                  invested in Bank stock, insurance or mutual funds. For Bank
                  stock, the peg date shall be the last trading date of each
                  quarter. The price set for said bank stock shall be the
                  average of the closing bid and ask price on the peg date. For
                  investments made in insurance or mutual funds, the price of
                  the insurance or mutual fund shall be the market price on the



                                       4
<PAGE>

                  date of the insurance or mutual fund is purchased. The actual
                  purchase date for insurance or mutual funds shall be at the
                  discretion of the trustee, not to exceed thirty (30) days
                  after the last day of the quarter.

                  The Bank, at its sole discretion, shall be allowed to modify
                  said investment options to include, or exclude, Bank stocks,
                  insurance, mutual funds, or other investments. The performance
                  of the deemed investment will be used to determine the
                  earnings or losses to credit to the Participant's Deferred
                  Compensation Account.

         H.       Effective Date

                  The effective date of this plan shall be ____________, 2003.

VII.     CHANGE OF CONTROL

         The Participant shall be one hundred percent (100%) vested in all
         benefits provided in this Benefit Plan upon a Change of Control. A
         Change of Control shall be as defined in Subsection XIII (d) in the
         Rabbi Trust for the Chattahoochee National Bank Directors' Deferral
         Plan.

VIII.    ADMINISTRATION AND CLAIMS

         A.       Plan Administrator:

                  The Plan Administrator of this Benefit Plan shall be the
                  Chattahoochee National Bank until its resignation or removal
                  by the Board. As Plan Administrator, Chattahoochee National
                  Bank shall be responsible for the management and
                  administration of this Benefit Plan. The Plan Administrator
                  may delegate to others certain aspects of the management and
                  operation responsibilities of this Benefit 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 Benefit
                  Plan and benefits are not paid to the Participant (or to the
                  Participant's beneficiary(ies) in the case of the
                  Participant'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 sixty (60) 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 sixty (60)
                  days of receipt of such claim the specific reasons for such
                  denial, reference to the provisions of this Benefit 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 Plan
                  Administrator fails to take any action within the aforesaid
                  sixty-day period.

                                       5
<PAGE>

                  If claimants desire a second review they shall notify the Plan
                  Administrator in writing within sixty (60) days of the first
                  claim denial. Claimants may review this Benefit Plan or any
                  documents relating thereto and submit any written issues and
                  comments it may feel appropriate. In their sole discretion,
                  the 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 this Benefit Plan upon which the
                  decision is based.

                  If claimants continue to dispute the benefit denial, 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.

                                         CHATTAHOOCHEE NATIONAL BANK
                                         Alpharetta, Georgia



                                         By:
                                            ------------------------------------
                                                           Chairman of the Board



                                       6