SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT

Exhibit 10.19

SUPPLEMENTAL EXECUTIVE
RETIREMENT BENEFITS AGREEMENT

     This Supplemental Executive Retirement Benefits Agreement (this “Agreement”) is entered into this 31st day of December, 2008, effective as of January 1, 2009, by and between GEORGIA BANK & TRUST COMPANY OF AUGUSTA, a Georgia banking corporation located in Augusta, Georgia (“Bank”), and RONALD L. THIGPEN, an individual (“Executive”).

RECITALS

     A. Executive is a valued employee of the Bank.

     B. The Bank desires to retain Executive as an employee of the Bank.

     C. The Bank desires to provide for the post-retirement needs of its employees in a responsible manner.

     D. Executive and the Bank entered into certain Executive Salary Continuation and Participant Agreements dated October 1, 2000, October 15, 2003, and January 1, 2007 (“Participant Agreements”), all pursuant to the Non-Qualified Defined Benefit Plan of Georgia Bank & Trust Company of Augusta established October 1, 2000 (the “2000 Plan”) to make available to executives certain supplemental retirement benefits. Section 6.1 of the 2000 Plan affords the Bank the right to amend, modify, terminate, or discontinue the Plan.

     E. Executive and the Bank now desire to amend, restate, replace and supersede the 2000 Plan and the related Participant Agreements to comply with the new final regulations under Section 409A of the Internal Revenue Code of 1986.

AGREEMENT

     NOW, THEREFORE, the parties hereto, for and in consideration of the foregoing and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, do agree as follows:

     1.  Supplemental Retirement Benefits . The Bank maintains an unfunded retirement plan, the obligations under which shall be reflected on the general ledger of the Bank (the “Retirement Account”). The Retirement Account shall be an unsecured liability of the Bank to Executive, payable only as provided herein from the general funds of the Bank. The Retirement Account is not a deposit or insured by the FDIC and does not constitute a trust account or any other special obligation of the Bank and does not have priority of payment over any other general obligation of the Bank.

     2.  Payment of Benefits .

          (a) Full Benefit . If Executive does not experience a Separation from Service (except for such breaks in service prescribed by law, such as the Family and Medical Leave Act, or as otherwise agreed in writing expressly authorized by the Board of Directors of the Bank (for a period not to exceed six (6) months)) (as herein defined) until the ‘Full Benefit Date’ (as defined in Exhibit A attached hereto), then upon the Payment Commencement Date (as defined in Exhibit A attached hereto), the Bank shall pay to Executive the Full Benefit (as defined in Exhibit A attached hereto) annually for twenty (20) years, payable in monthly installments beginning on the first business day of the first calendar month after the Payment Commencement Date and on the first business day of each month thereafter until (but including) the twentieth (20th) anniversary of the Payment Commencement Date. For purposes of this Agreement, the phrase ‘Separation from Service’ shall be deemed to occur only if either (i) Executive has ceased to perform any services for the Bank and all affiliated companies that, together with the Bank, constitute the ‘service recipient’ within the meaning of Section 409A of the Internal Revenue Code (‘Code’) and the regulations thereunder (collectively, the ‘Service Recipient’) or (ii) the level of bona

fide services Executive performs for the Service Recipient after a given date (whether as an employee or as an independent contractor) permanently decreases (excluding a decrease as a result of military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or if longer, so long as Executive retains a right to reemployment with the Service Recipient under an applicable statute or by contract) to no more than forty percent (40%) of the average level of bona fide services performed for the Service Recipient (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of service if Executive has been providing services to the Service Recipient for less than 36 months).

If, at the written request of the Bank, the Executive continues full time employment with the Bank beyond attainment of age sixty-five (65) before experiencing a Separation from Service (unless due to discharge For Cause), then for each full year of service completed after the attainment of age sixty-five (65), the Full Benefit will increase by the Annual COLA Percentage (as defined in Exhibit A hereto), compounded annually. For example, if Executive attains age sixty-five (65) on December 31, 2009, the Full Benefit is $100,000, the Annual COLA Percentage is 5% and the Executive delayed retirement until March 31, 2012, then the Full Benefit would be $110,250 ($100,000 x 105% X 105% = $110,250).

          (b) Early Termination . If Executive voluntarily resigns from the employ of the Bank prior to the Full Benefit Date and such resignation constitutes a Separation from Service, Bank shall pay to Executive the Limited Benefit (the amount set forth on Exhibit A corresponding to the Year in which Executive separates from service) annually for twenty (20) years, payable in monthly installments beginning on the first business day of the first calendar month after the Payment Commencement Date and on the first business day of each month thereafter until (but including) the twentieth (20th) anniversary of the Payment Commencement Date. Notwithstanding the foregoing, if, as of the effective date of Executive’s voluntary termination, the Executive has not attained age fifty-five (55), then Executive shall receive no benefit under this Agreement and shall lose any right to any benefit vested at the time of termination.

If the Bank terminates the Executive’s employment involuntarily for any reason other than For Cause (as herein defined), or if the Bank undertakes any action or course of action designed to induce the Executive to terminate his employment (e.g. reducing the Executive’s title or responsibilities, reducing the Executive’s compensation disproportionately as compared to reductions for other Bank executives), prior to the Full Benefit Date and such resignation or discharge constitutes a Separation from Service, Bank shall pay to Executive the Full Benefit (the amount set forth on Exhibit A ) annually for twenty (20) years, payable in monthly installments beginning on the first business day of the first calendar month after the Payment Commencement Date and on the first business day of each month thereafter until (but including) the twentieth (20th) anniversary of the Payment Commencement Date.

          (c) Disability . If Executive becomes Substantially Disabled (as hereinafter defined) while employed by the Bank prior to the Payment Commencement Date, then the Bank shall pay to Executive the Limited Benefit annually, payable monthly beginning on the first business day of the first calendar month after Executive is determined to be Substantially Disabled and continuing until (but including) the twentieth (20th) anniversary of such date. For purposes of this Agreement, Executive shall be considered ‘Substantially Disabled’ if Executive (i) is 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 (ii) is, 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 Bank’s employees. The determination of whether Executive is ‘Substantially Disabled’ under clause (i) above shall be made by a licensed physician selected by the Bank.

          (d) Discharge for Cause . Any other provision of this Agreement to the contrary notwithstanding, if Executive experiences a Separation from Service with the Bank and its affiliates as a result of, or in connection with: (i) Executive’s insubordination; (ii) Executive’s breach of this Agreement; (iii) any act or omission by Executive which is, or is likely to be, injurious to the Bank and its affiliates or the business reputation of the Bank and its affiliates, (iv) Executive’s dishonesty, fraud, malfeasance, negligence or misconduct; (v) Executive’s failure to satisfactorily perform his duties, to follow the direction (consistent with his duties) of the President or the Board of Directors of the Bank or any other individual to whom Executive reports, or to follow the policies, procedures, and rules of the Bank and its affiliates; or (vi) Executive’s conviction of, or Executive’s entry of a plea of guilty or no contest to, a felony or crime involving moral turpitude (any of the foregoing referred to

herein as “For Cause”), then Executive shall not be entitled to any supplemental retirement benefits provided for in this Agreement and this Agreement may be terminated by the Bank without any liability whatsoever. The obligation of the Bank to make any payments contemplated under this Agreement shall be suspended during the pendency of any indictment, information or similar charge regarding a felony or crime of moral turpitude, during any regulatory or other adjudicative proceeding concerning regulatory suspension or removal or, for a reasonable time (not to exceed ninety days), while the Board of Directors of the Bank seeks to determine whether Executive could have been terminated For Cause even though Executive may have previously retired, resigned, become Substantially Disabled or been discharged other than For Cause. If during such period the Board of Directors determines that the Executive could have been discharged For Cause, this subsection (d) shall be applicable as if the Executive had been discharged For Cause. Notwithstanding the foregoing, if, as of the effective date of Executive’s termination of employment, there is an employment or other services agreement in effect between Executive and the Bank which defines the term ‘For Cause’ or a similar concept, then the definition for such term as provided in such services agreement shall apply in lieu of the foregoing definition of such term in this Section 4d.

          (e) Death of Executive . If Executive’s death occurs prior to the Payment Commencement Date, Executive’s beneficiary designated on Exhibit B attached hereto (or, if none designated, Executive’s estate) shall receive the amount of benefits described under Section 2c above at the same time and in the same form that benefits would have been payable to Executive had Executive’s death qualified Executive as being Substantially Disabled. If Executive’s death occurs on or after the Payment Commencement Date or after the Executive has been determined to be Substantially Disabled, Executive’s beneficiary designated on Exhibit B attached hereto (or if none is designated, Executive’s estate) shall receive the remaining payments due to Executive as of the date of death at the same time and in the same form as the payments would have been paid to Executive had Executive survived.

          (f) Benefits Mutually Exclusive . Under no circumstances will Executive or, if applicable, his or her beneficiary or estate become entitled to more than one benefit under this Section 2.

          (g) Suspension of Payments. Notwithstanding any other provision of this Agreement to the contrary, if the payment of any amount hereunder would fail to meet the requirements of Code Section 409A(a)(1)(B)(i), no such payment shall be made until six (6) months after Executive’s Separation from Service (or any earlier date permitted under Code Section 409A), at which time Executive shall be paid a lump sum equal to what would otherwise have been paid during the suspension period in the 30-day period immediately following such suspension period, and thereafter payment of the unpaid monthly amounts shall continue on what would otherwise have been the original payment schedule for such monthly amounts.

     3.  Intent of Parties . The Bank and Executive intend that this Agreement shall primarily provide supplemental retirement benefits to 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, as may be amended (“ERISA”).

     4.  ERISA Provisions .

          (a) The following provisions in this Agreement are part of this Agreement and are intended to meet the requirements of ERISA.

          (i) The ‘Named Fiduciary’ is the Bank.

          (ii) The general corporate funds of the Bank are the basis of payment of benefits under this Agreement.

          (iii) For claims procedure purposes, the ‘Claims Administrator’ shall be the Compensation Committee of the Board of Directors of the Bank or its designee.

          (iv) For claims procedure purposes, ‘Appeals Fiduciary’ means an individual or group of individuals appointed by the Claims Administrator to review appeals of

claims for benefits payable due to the Executive becoming Substantially Disabled made pursuant to this section 4.

          (b) Notice of Denial . If the Executive or a beneficiary is denied a claim for benefits under this Agreement, the Claims Administrator shall provide to the claimant written notice of the denial within ninety (90) days (forty-five (45) days with respect to a denial of any claim for benefits due to the Executive becoming Substantially Disabled) after the Claims Administrator receives the claim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall the extension exceed a period of ninety (90) days (thirty (30) days with respect to a claim for benefits due to the Executive becoming Substantially Disabled) from the end of such initial period. With respect to a claim for benefits due to the Executive becoming Substantially Disabled, an additional extension of up to thirty (30) days beyond the initial 30-day extension period may be required for processing the claim. In such event, written notice of the extension shall be furnished to the claimant within the initial 30-day extension period. Any extension notice shall indicate the special circumstances requiring the extension of time, the date by which the Claims Administrator expects to render the final decision, the standards on which entitlement to benefits are based, the unresolved issues that prevent a decision on the claim and the additional information needed to resolve those issues.

          (c) Contents of Notice of Denial . If the Executive or beneficiary is denied a claim for benefits under this Agreement, the Claims Administrator shall provide to such claimant written notice of the denial which shall set forth:

          (i) the specific reasons for the denial;

          (ii) specific references to the pertinent provisions of this Agreement on which the denial is based;

          (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;

          (iv) an explanation of this Agreement’s claim review procedures, and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review;

          (v) in the case of a claim for benefits due to the Executive becoming Substantially Disabled, if an internal rule, guideline, protocol or other similar criterion is relied upon in making the adverse determination, either the specific rule, guideline, protocol or other similar criterion; or a statement that such rule, guideline, protocol or other similar criterion was relied upon in making the decision and that a copy of such rule, guideline, protocol or other similar criterion will be provided free of charge upon request; and

          (vi) in the case of a claim for benefits due to the Executive becoming Substantially Disabled, if a denial of the claim is based on a medical necessity or experimental treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment for the denial, an explanation applying the terms of this Agreement to the claimant’s medical circumstances or a statement that such explanation will be provided free of charge upon request.

          (d) Right to Review . After receiving written notice of the denial of a claim, a claimant or his representative shall be entitled to:

          (i) request a full and fair review of the denial of the claim by written application to the Claims Administrator (or Appeals Fiduciary in the case of a claim for benefits payable due to the Executive becoming Substantially Disabled);

          (ii) request, free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim;

          (iii) submit written comments, documents, records, and other information relating to the denied claim to the Claims Administrator or Appeals Fiduciary, as applicable; and

          (iv) a review that takes 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.

          (e) Application for Review .

          (i) If a claimant wishes a review of the decision denying his or her claim to benefits under this Agreement, other than a claim described in paragraph (ii) of this section 4(e), he or she must submit the written application to the Claims Administrator within sixty (60) days after receiving written notice of the denial.

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