EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN



                               EXECUTIVE AGREEMENT





     THIS  AGREEMENT  is  made and entered into this ____ day of ______________,

2002, by and between Cherokee Bank, a bank organized and existing under the laws

of  the  State  of  Georgia  (hereinafter  referred  to  as  the  "Bank"),  and

_________________,  an  Executive  of  the  Bank (hereinafter referred to as the

"Executive").



     WHEREAS,  the  Executive  is now in the employ of the Bank and has for many

years faithfully served the Bank.  It is the consensus of the Board of Directors

(hereinafter referred to as the "Board") that the Executive'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  Executive's  experience,  knowledge of

corporate  affairs,  reputation and industry contacts are of such value, and the

Executive's  continued  services  so  essential  to the Bank's future growth and

profits,  that  it  would  suffer  severe  financial  loss  should the Executive

terminate  their  services;



     ACCORDINGLY, the Board has adopted the Cherokee Bank Executive Supplemental

Retirement  Plan  Executive Agreement (hereinafter referred to as the "Executive

Plan")  and  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 upon the Executive's retirement or to the Executive's beneficiary(ies)

in  the  event  of  the  Executive's  death  pursuant  to  the  Executive  Plan;



     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 to 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



     NOW  THEREFORE, in consideration of services the Executive has 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 Executive agree as

follows:





I.     DEFINITIONS



     A.     Effective  Date:

            ---------------



            The Effective Date of the Executive Plan shall be November 30, 2001.





{PAGE}

     B.     Plan  Year:



            Any  reference  to  the  "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.



     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 Executive reaches age sixty-five

            (65)  or  such  later  date  as  the  Executive may actually retire.



     D.     Termination  of  Service:

            ------------------------



            Termination  of  Service  shall  mean  the  Executive's  voluntary

            resignation  of  service by the Executive or the Bank's discharge of

            the  Executive  without  cause,  prior  to the Normal Retirement Age

            (Subparagraph  I  [J]).



     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 Executive.

            Prior  to  the Executive's Termination of Service or the Executive's

            retirement,  whichever  event  shall  first  occur,  such  liability

            reserve  account  shall  be  increased  or decreased each Plan Year,

            until  the aforestated event occurs, by the Index Retirement Benefit

            (Subparagraph  I  [F]).



     F.     Index  Retirement  Benefit:

            --------------------------



            The  Index  Retirement  Benefit  for each Executive in the Executive

            Plan for each Plan Year shall be equal to the excess (if any) of the

            Index  (Subparagraph  I [G]) for that Plan Year over the Opportunity

            Cost  (Subparagraph  I  [H]) for that Plan Year, divided by a factor

            equal  to  1.06  minus  the  marginal  tax  rate.



     G.     Index:

            -----



            The  Index for any Plan Year shall be the aggregate annual after-tax

            income  from the life insurance contract(s) described hereinafter as

            defined by FASB Technical Bulletin 85-4. This Index shall be applied

            as  if  such  insurance  contract(s) were purchased on the Effective

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