EXHIBIT 10.11 DIRECTOR SUPPLEMENTAL RETIREMENT PLAN AGREEMENT THIS AGREEMENT

EXHIBIT 10.11

DIRECTOR SUPPLEMENTAL RETIREMENT PLAN

AGREEMENT

            THIS AGREEMENT is made and entered into this                        day of                                    , 2005, by and between Citizens Trust Bank, a bank organized and existing under the laws of the State of Georgia (hereinafter referred to as the "Bank"), and                                    , a member of the Board of Directors of the Bank (hereinafter referred to as the "Director").

            WHEREAS , the Director is now serving on the Board of the Bank (hereinafter referred to as the "Board") and has for many years faithfully served the Bank. It is the consensus of the Board of Directors that the Director'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 Director's experience, knowledge of corporate affairs, reputation and industry contacts are of such value, and the Director's continued services so essential to the Bank's future growth and profits, that it would suffer severe financial loss should the Director terminate his/her service on the Board;

            ACCORDINGLY , the Board has adopted the Citizens Trust Bank Director Supplemental Retirement Plan (hereinafter referred to as the "Director Plan") and it is the desire of the Bank and the Director to enter into this Agreement under which the Bank will agree to make certain payments to the Director upon the Director's retirement and to the Director's beneficiary(ies) in the event of the Director's death pursuant to the Director Plan;

            FURTHERMORE , it is the intent of the parties hereto that this Director Plan be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Director, and to be considered a non-qualified benefit plan for purposes of—the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Director 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 services the Director 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 Director agree as follows:

I.        DEFINITIONS

• A.

  Effective Date:

• • • The Effective Date of the Director Plan shall be December 22, 2004.

  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 Director reaches age sixty-five (65) or such later date as the Director may actually retire.

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• D.

  Termination of Service:

• • • Termination of Service shall mean the Director's voluntary resignation from service on the Board or failure to be re-elected to the Board, 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 Director. Prior to the Director's Retirement Date (Subparagraph I [C]), such liability reserve account shall be increased or decreased each Plan Year (including the Plan Year in which the Director ceases to serve on the Board) by an amount equal to the annual earnings or loss for that Plan Year determined by the Index (Subparagraph I [G] hereinafter), less the Cost of Funds Expense for that Plan Year Subparagraph I [HJ hereinafter).

  F.

  Index Retirement Benefit:

• • • The Index Retirement Benefit for each Director in the Director 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 Cost of Funds Expense (Subparagraph I [H]) for that Plan Year.

  G.

  Index:

• • • The Index for any Plan Year shall be the aggregate annual after-tax income from the life insurance contract(s) described hereinbelow as defined by FASB Technical Bulletin 85-4. This Index shall be applied as if such insurance contracts were purchased on the Effective Date of the Director Plan.

• • • If such contracts of life insurance are actually purchased by the Bank, then the actual policies as of the dates they were actually purchased shall be used in calculations under this Director Plan. If such contracts of life insurance are not purchased or are subsequently surrendered or lapsed, then the Bank shall receive annual policy illustrations that assume the above-described policies were purchased, or. had not subsequently surrendered or lapsed. Said illustrations shall be received from the respective insurance companies and will indicate the increase in policy values for purposes of calculating the amount of the Index.

      In either case, references to the life insurance contracts are merely for purposes of calculating a benefit. The Bank has no obligation to purchase such life insurance and, if purchased, the Director and the Director's beneficiary(ies) shall have no ownership interest in such policy and shall always have no greater interest in the benefits under this Director Plan than that of an unsecured creditor of the Bank.

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• H.

  Cost of Funds Expense:

• • • The Cost of Funds Expense for any Plan Year shall be calculated by taking the sum of the amount of premiums set forth in the Indexed policy described above plus the amount of any after-tax benefits paid to any Director pursuant to the Plan (Paragraph II hereinafter) plus the amount of all previous years after-tax Costs of Funds Expense, and multiplying that sum by the average after-tax cost of funds as calculated using the Bank's third quarter Call Report for the Plan Year as filed with the Federal Reserve.

  I.

  Change of Control:

• • • Change of Control shall be defined as follows:

    a.

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

    b.

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

    c.

    the replacement of a majority of the Bank's board in a period of twelve 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 months or less of forty percent (40%) or more of the Bank's assets by an unrelated entity.

• • • For the purposes of this Director Plan, transfers 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 of Control.

  J.

  Normal Retirement Age.,

• • • Normal Retirement Age shall mean the date on which the Director attains age sixty-five (65).

II.       INDEX BENEFITS

• A.

  Retirement Benefits:

  • • Subject to Subparagraph II (D) hereinafter, a Director who remains on the Board until the Normal Retirement Age (Subparagraph I [J]) shall be entitled to receive the balance in- the Pre-Retirement Account in ten (10) equal annual installments commencing thirty (30) days following the Director's retirement. In addition to these payments and commencing in conjunction therewith, the Index Retirement Benefit (Subparagraph I [F]) for each Plan Year subsequent to the Director's retirement, and including the remaining portion of the Plan Year in which the Director retires, shall be paid to. the Director until the Director's death and continue after the Director's death to the Director's beneficiary(ies) as set forth in Subparagraph 11(C) hereinafter.

  B.

  Termination of Service:

• • • Subject to Subparagraph II (D) hereinafter, should a Director suffer a Termination of Service (defined in Subparagraph I [D]), the Director shall be entitled to receive the appropriate percentage times the number of full years of service on the board of the Bank from the date of this plan implementation (to a maximum of 100%) from the following table, times the balance in the Pre-Retirement Account, paid over ten (10) years in equal

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• • • annual installments commencing at the Director's Retirement Date (Subparagraph I [C]). In addition to these payments, the same appropriate percentage (to a maximum of 100%) times the number of full years of service on the board of the Bank from the date of this plan implementation as referred to above, times the Index Retirement Benefit for each Plan Year shall be paid to the Director until the Director's death and continue after the Director's death to the Director's beneficiary(ies) as set forth in Subparagraph II (C) hereinafter.

• C.

  Death:

• • • Should the Director die prior to having received the full balance of the Pre-Retirement Account, the unpaid balance of the Pre-Retirement Account shall be immediately paid in a lump sum to the beneficiary selected by the Director and filed with the Bank. Said payment due hereunder shall be made the fast day of the second month following the decease of the Director.

      In the absence of or a failure to designate a beneficiary, the amounts described herein shall be paid to the personal representative of the Director's estate.

  D.

  Discharge for Cause:

• • • Should the Director be discharged for cause at any time prior to his Retirement Date, all Benefits under this Agreement (Subparagraphs II [A], [B] or [C]) shall be forfeited. The term "for cause" shall mean gross negligence or gross neglect or the commission of a felony or gross misdemeanor involving fraud, dishonesty or willful violation of any law that result in any adverse effect on the bank. If a dispute arises as to discharge "for cause", such dispute shall be resolved by arbitration as set forth in this Agreement.

  E.

  Death Benefit:

• • • Except as set forth above, there is no death benefit provided under this Agreement.

  F.

  Disability:

  • • Should the Director suffer a Termination of Service because of a disability, as defined hereinbelow, he shall immediately become one hundred percent (100%) vested and shall immediately begin receiving the retirement benefit described in Subparagraph II (A), without regard to Normal Retirement Age (Subparagraph I [J]). Disability shall be defined as the Director not being able to attend at least seventy percent (70%) of the meetings of the Board of Directors due to a physician certified disability condition. If there is a dispute regarding whether the Director is disabled, such dispute shall be resolved by a physician selected by the Bank and such resolution shall be binding upon all parties to this Agreement. If there is a dispute regarding whether the Director is disabled, such dispute shall be resolved by a physician mutually selected by the Bank and the Director and such resolution shall be binding upon all parties to this Agreement.

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III.     DEFERRAL BENEFITS

• A.

  Deferral Election:

• • • Any Director wishing to defer any portion or all of his director fees may elect to defer up to one hundred percent (10090) each year for a maximum of five (5) years. At the end of the five (5) year period the Board of Directors shall have the option of extending the deferral period for any amount of time it shall deem to be appropriate. The Director will make the election to defer by filing with the Bank a written statement setting forth the amount of the deferrals. This statement must be filed in the calendar year prior to having earned the deferred income. In the case of the first year in which a participant becomes eligible to participate, 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, if the election is made within thirty (30) days of the participant becoming eligible for the Plan. At any other time, the election to defer fees and compensation must be made no later than the close of the preceding taxable year. Signed written statements filed under this section, unless modified or revoked, shall be valid for all succeeding years. Any modification or revocation of the Deferral section of the Election Form as elected by the participant in the signed written statement must be in writing at least twelve (12) months prior to the date of the first scheduled payment and shall not be effective earlier than twelve (12) months after the modification is made. Additionally, such modification may extend the deferral period for a period of at least five (5) additional years from the date the distribution was scheduled to begin.

  B.

  Deferred Compensation Account:

• • • The Bank shall establish a Deferred Compensation Account in the name of the Director and credit that account with the deferrals. The Bank shall also credit interest to the Deferred Compensation Account balance on December 31st of each year. The interest rate credited shall be one hundred percent (100%) of the one year treasury rate as of the crediting date to a: minimum of six percent (6%).

  C.

  Retirement, Termination of Service or Death:

• • • Upon the Director's Retirement Date or Termination of Service from the Board (Subparagraphs I (C) and (D) hereinabove), the balance of the Director's Deferred Compensation Account shall be payable, thirty (30) days following said event, as elected by the Director. The Director shall be entitled to make a one (1) time election of his deferral distribution payment within thirty (30) days of executing this Agreement. Should the Director fail to make said payment election, then the Director shall be paid in ten (10) equal annual installments as set forth herein. Should the Director die while there is a balance in the Director's Deferred Compensation Account, such balance shall be paid pursuant to Subparagraph II (C) hereinabove.

IV.      RESTRICTIONS UPON 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 Director Plan. The Directors, 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 Director Plan or to refrain from funding the same and to determine the extent, nature and method of su