EXHIBIT 10.12 EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN AGREEMENT

EXHIBIT 10.12

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

AGREEMENT

           This Agreement, made and entered into this                        Day of                                    , 2003, 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 Key Employee and the Executive of the Bank, hereinafter referred to as "the Executive".

           The Executive has been in the employ of the Bank for several years and has now and for years past faithfully served the Bank. It is the consensus of the Board of Directors of the Bank (Ire 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 his continued services are so essential to the Bank's future growth and profits that it would sear severe financial loss should the Executive terminate his services.

           Accordingly, it is the desire of -the Bank and the Executive to enter into this Agreement wader which the Bank will agree to make certain payments to the Executive upon his retirement and, alternatively, to his beneficiary(ies) in the event of his premature death while employed by the Bank.

           It is the intent of the parties hereto that this Agreement be considered an management maintained primarily to provide supplemental retirement benefits for the Executive, as a member of a select group of management or highly-compensated employees of the Bank for purposes of the Employee Retirement Income Security Act of 1974 (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.

           Therefore, in consideration of the Executive's services performed in the past and those to be performed, in the future and based upon the mutual promises and cow herein contained, the Bank and the Executive, agree as follows:

I.        DEFINITIONS.

• A.

  Effective Date:

  • • The Effective Date of this Agreement shall be July 31, 2003.

  B.

  Plan Year:

• • • Any reference to "Plan Year" shall mean a calendar year from January 1 to December 31. In the year of implementation, the term "Plan Year" shall mean the period from the effective date to December 31 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 iu which the Executive reaches his sixty-fifth (65th) birthday or such later daze as the Executive may actually retire.

  D.

  Termination of Service.

• • • Termination of Service: shall mean voluntary resignation of service by the. Executive or the Bank's discharge of the Executive without cause ("cause" defined in Subparagraph III (D) hereinafter), prior to the Normal Retirement Age (Subparagraph I (J) hereinafter).

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• 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 retirement, such liability reserve account shall be increased or decreased each Plan Year (including the Plan Year in which the Executive ceases to be employed by the Bank) by au amount equal to the annual earnings or loss for that Plan Year determined by the Index (described in Subparagraph I(G) hereinafter), less' the Cost of Funds Expense for that Plan Year (described in Subparagraph I(H) hereinafter):

  F.

  Index Retirement Benefit:

• • • The Index Retirement Benefit for the Executive for any year shall be equal to the excess of the annual earnings (if any) determined- by the Index [Subparagraph I (G)] for that Plan Year over the Cost of Funds Expense -[Subparagraph h (H)] for that Plan Year, divided. by a factor equal to 1.07 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 contracts described hereinafter as defined by FASB Technical Bulletin 85-4. This Index shall be applied as if such insurance contracts were purchased on the effective date hereof.

• • • If such contacts of life insurance are actually purchased. by the Bank then the actual policies as of the dates hey were purchased shall be used in calculations under this Agreement. 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 from the above named insurance company(ies) on the Effective Dote from which the increase in policy value will be used to calculate the amount of the Index.

      In either case, references. to the life insurance contract are merely for purposes of calculating a benefit. The Bank has no obligation to purchase such life insurance and, if purchased, the Executive and his beneficiary(ies) shall have no ownership interest in such policy and shall always have no greater interest in the benefits under this Agreement than that o£ an unsecured general 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 policies described above plus the amount of any after-tax benefits paid to thin Executive pursuant to this Agreement plus the amount of all previous years after-talc Costs of Funds Expense, and multiplying that sum by the average after-tag cost of funds of 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 deemed to be the cumulative transfer of more than fifty percent (50•0) of the voting stock of the Bank Holding Company from the Effective Date of this Agreement. For the purposes of this Agreemea4 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 in control.

  J.

  Normal Retirement Age:

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

II.       EMPLOYMENT

• No provision of this Agreement shall be deemed to restrict or limit any existing employment agreement by and between the Bank and the Executive, nor-shall any conditions herein create specific employment rights to the Executive nor limit the right of the Employer to discharge the Executive with -oar without cause. In a similar fashion, no provision shall limit the Executive's rights to voluntarily sever his employment at anytime.

III      INDEX BENEFITS

• The following benefits provided by the Hank to the Executive are in the name of a fringe benefit and shall in no event be construed to effect nor limit the Executive's current or prospective salary increases, cash bonuses or profit sharing distributions or credits.

  A.

  Retirement Benefits.

• • • Should the Executive continue to be employed by Bank until his "Normal Retirement Age" defined in Subparagraph I (J), he shall be entitled to receive the-balance in his Pre-Retirement in Subparagraph I (E)] in ten (10) equal annual installments commencing thirty (30) days following the Executive's addition to these payments, commencing with the. Plan Year in which the Executive attains his Retirement Date, the Index Retirement Benefit (as defined in Subparagraph I (F) above) for each year shall be paid to the Executive, until his death.

  B.

  Termination of Service:

• • • Subject to Subparagraph III (D) hereinafter, should the Executive suffer a termination of service [defined in Subparagraph I (D)), he shall be entitled to receive the appropriate percentage times the number of full years of employment from the date of this plan implementation (to a maximum of 100%) from the following table, times the balance in the Pre-Retirement Account (to a maximum of 100%) paid over ten (10) years in equal

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• • • installments commencing at the Retirement Date [Subparagraph I (C)]. In addition to these payments, the same percentage times the number of full years of employment from the date of this plan implementation as referred to above, tunes the Index Retirement Benefit for each year (to a maximum of 100%) shall be paid to the Executive until his death.

• C.

  Death:

• • • Should the Executive die prior to having received the full balance of the Pre-Retirement Account, the unpaid balance of the Pre-Retirement Account shall be paid in a lump sum to the beneficiary selected by the Executive and filed with the Bank. In the absence of or a failure to designate a beneficiary, the unpaid balance shall be paid in a lump sum to the personal we of the Executive's estate.

  D.

  Discharge for Cause:

  • • Should the Executive be discharged for cause at any, time prior to his Retirement Date, all Index Benefits under this Agreement [Subparagraphs III (A), (B). or (C)] shall be forfeited. The term "for cause" shall mean gross negligence or gross neglect or the conviction of a felony or gross misdemeanor involving moral turpitude, fiend, dishonesty or willful violation of any law that results 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 Executive suffer a Termination of Service because of a disability (as defined on the Bank's long term disability insurance policy), he shall immediately become one hundred percent (100%) vested and shall immediately begin receiving the retirement benefit described in Subparagraph Ill (A), without regard to "Normal Retirement Age."

IV.      RESTRICTIONS UPON FUNDING

• The Bank shall have no obligation to set aside, earmark or entrust any fiend or money with which to pay its obligations under this Agreement The Executive, his beneficiary(ies) or. any successor in interest to him 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 Agreement or to refrain from finding the same and to determine the exact nature: and method of such funding. Should the Bank elect to fund this Agreement, in whole or in part, through the purchase of life insurance, mutual funds, disability policies or annuities, the

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  Bank reserves the. absolute right, in its sole discretion, to teammate such fending at any time, in whole or in part. At no time shall the Executive be deemed to have any lien or right, title or interest in or to any specific funding investment or to any assets of the Bank.

  If the Bank elects to. invest in a life insurance, disability or annui