PENSION RETIREMENT PLAN

                                 EXHIBIT 10.1












                   SOUTHWEST GEORGIA FINANCIAL CORPORATION


                            PENSION RETIREMENT PLAN






                           As Amended And Restated,

                            Effective March 1, 2005

































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                               TABLE OF CONTENTS

ARTICLE I    CONSTRUCTION AND DEFINITIONS                                     2

ARTICLE II   MEMBERSHIP IN THE RETIREMENT PLAN                               12

    2.1       Initial Membership                                             12
    2.2       Resumption of Membership                                       12
    2.3       Termination                                                    12
    2.4       Membership Requirement Effective as of May 1, 1999             12
    2.5       Qualified Military Services                                    12
    2.6       Moultrie Insurance Agency Membership                           12
    2.7       Waiver of Participation                                        12
    2.8       Empire Financial Services, Inc. Membership                     13
    2.9       Sylvester Banking Company Membership                           13
    2.10      Sylvester Banking Company Pension Plan                         13

ARTICLE III  MONTHLY RETIREMENT INCOME                                       14

    3.1       General                                                        14
    3.2       Normal Retirement.                                             14
    3.3       Late Retirement                                                17
    3.4       Early Retirement                                               18
    3.5       Disability Retirement                                          18
    3.6       Method of Payment of Retirement Benefits.                      19
    3.7       Suspension Of Benefits                                         21

ARTICLE IV   DEATH BENEFITS                                                  22

    4.1       Incidental Death Benefits for Eligible Spouse.                 22
    4.2       No Death Benefits in Absence of Surviving Eligible Spouse      23

ARTICLE V    VESTING AND TERMINATION OF EMPLOYMENT                           24

    5.1       Vested Interest                                                24
    5.2       Method of Payment of Benefits to Member Separating from
               Service before Retirement Date                                24
    5.3       Lump Sum Cash-Out Distribution                                 25
    5.4       Buy-Back                                                       25
    5.5       Determination Of Present Value                                 26

ARTICLE VI   LIMITATIONS ON BENEFITS, NON-DISTRIBUTION ALIENATION AND
             ASSIGNMENT, AND RIGHTS OF MEMBERS                               27

    6.1       Limitation on Benefits.                                        27
    6.2       Special Rules for Benefits Payable to Highly
               Compensated Employees.                                        32
    6.3       No Assignment of Benefits                                      33
    6.4       Commencement of Benefits                                       33

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    6.5       Reversion                                                      34

ARTICLE VII  CONTRIBUTIONS BY THE EMPLOYER                                   35

    7.1       Employer Contributions                                         35
    7.2       Funding and Investment Policy                                  35
    7.3       Payment of Expenses                                            35

ARTICLE VIII AMENDMENT AND TERMINATION OF PLAN                               36

    8.1       Right to Amend                                                 36
    8.2       Right to Terminate                                             36
    8.3       Allocation upon Termination                                    36
    8.4       Vesting upon Termination or Partial Termination                36
    8.5       Distributions upon Termination                                 36
    8.6       Reversions upon Termination                                    37

ARTICLE IX   PLAN ADMINISTRATOR                                              38

    9.1       Designation                                                    38
    9.2       Compensation and Records                                       38
    9.3       Duties and Powers; Claims Review Procedures                    38
    9.4       Authorization of Payments                                      40
    9.5       No Discrimination                                              40
    9.6       Retention of Agents                                            40

ARTICLE X    THE TRUST FUND AND TRUSTEE                                      41

   10.1       General                                                        41
   10.2       Disposition of Trust Fund                                      41
   10.3       Right of Removal                                               41
   10.4       Powers of Trustee                                              41
   10.5       Interest-Bearing Deposit With Employer                         41
   10.6       Integration of Trust Agreement                                 41

ARTICLE XI   MISCELLANEOUS PROVISIONS                                        42

   11.1       Prohibition Against Diversion                                  42
   11.2       Prudent Man Rule                                               42
   11.3       Responsibilities of Parties                                    42
   11.4       Reports Furnished Members                                      42
   11.5       Reports Available to Members                                   42
   11.6       Reports Upon Request                                           43
   11.7       Merger or Consolidation of Employer                            43
   11.8       Plan Continuance Voluntary                                     43
   11.9       Suspension of Contributions                                    43
   11.10      Agreement Not An Employment Contract                           43
   11.11      Facility of Payments                                           43
   11.12      Unclaimed Benefits                                             44
   11.13      Governing Law                                                  44






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   11.14      Headings No Part of Agreement                                  44
   11.15      Merger or Consolidation of Plan                                44
   11.16      Indemnification                                                45
   11.17      Direct Transfer of Eligible Rollover Distributions.            45
ARTICLE XII  TOP-HEAVY PROVISIONS                                            47
   12.1       Application                                                    47
   12.2       Definitions.                                                   47
   12.3       Accrual of Minimum Benefit                                     47
   12.4       Vesting                                                        48
   12.5       Post-EGTRRA Top-Heavy Provisions.                              48














































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                   SOUTHWEST GEORGIA FINANCIAL CORPORATION
                            PENSION RETIREMENT PLAN


THIS AMENDMENT AND RESTATEMENT is entered into effective as of the 21st day of
December, 2005, by and between SOUTHWEST GEORGIA FINANCIAL CORPORATION, a
holding company organized under the laws of the State of Georgia (referred to
herein as the "Employer"), and SOUTHWEST GEORGIA BANK, (referred to herein as
the "Trustee").

                             W I T N E S S E T H:

Effective January 1, 1976, the Plan was established by the Employer to assist
its Employees in providing a life income for their support after they have
retired from the employment of the Employer.

Effective as of January 1, 2000, the Plan was amended and restated to conform
to the provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), the Employee Retirement Income Security Act of 1974 ("ERISA"), the
pension provisions of the General Agreement on Tariffs and Trade ("GATT");
the Uniformed Services Employment and Reemployment Rights Act of 1994
("USERRA"), the Small Business Job Protection Act of 1996 ("SBJPA"), the Tax
Reform Act of 1997 ("TRA '97"), the Internal Revenue Restructuring and Reform
Act of 1998, and the Community Renewal Tax Relief Act of 2000.

The Employer now desires to amend and restate the Plan, effective as of
March 1, 2005, to incorporate the prior amendments to the Plan and for
certain other purposes.  The provisions of this amendment and restatement of
the Plan shall apply only to those eligible employees who terminate
employment with the Employer on or after March 1, 2005, or such later date as
may apply for a provision which becomes effective afterwards.  Benefits
payable to or on behalf of a Member who terminates employment prior to
March 1, 2005 shall not be affected by the terms of any Plan amendment
adopted after such Member's termination of employment, unless the amendment
provides otherwise.



















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                                  ARTICLE I

                         CONSTRUCTION AND DEFINITIONS

Any words herein used in the masculine shall be read and construed in the
feminine where appropriate.  Words in the singular shall be read and
construed as though used in the plural in all cases where the context so
requires.

As used herein, the following words and phrases shall have the meanings
specified below, unless a different meaning is plainly required by the
context:

1.1  The term "Accrued Benefit" as of any date shall be, in the case of a
Member who is credited with at least one (1) Hour of Service on or after
January 1, 1988, equal to the Monthly Retirement Income calculated pursuant to
Section 3.2(b), 3.2(c), or 3.2(d) (using his Average Monthly Earnings as of
the date of calculation).  In no event, however, shall any Member's Accrued
Benefit as of:

  (a)  January 1, 1988, be less than it was on December 31, 1987;

  (b)  January 1, 2000 be less than it was on December 31, 1999; and

  (c)  January 1, 2001 be less than it was on December 31, 2000.

1.2  The term "Actuarial Equivalent" shall mean a benefit of equivalent value
determined in accordance with the provisions of the Plan, as certified by the
Actuary.  Effective January 1, 2000, the term "Actuarial Equivalent" shall
mean a form of benefit differing in time, period or manner of payment from a
specific benefit provided under the Plan but having the same value when
computed using mortality according to the 1971 Group Annuity Mortality Table
for males and an 8% per annum compounded interest rate.  Notwithstanding the
foregoing, for the purposes of determining the amount of any lump sum payment
under the Plan paid on or after January 1, 2000, the mortality table shall be
the table prescribed by the Commissioner of Internal Revenue pursuant to Rev.
Rul. 95-6 (as hereafter amended or modified) and the interest rate shall
equal the annual rate of interest on 30-year Treasury securities as published
by the Commissioner of Internal Revenue for the second full calendar month
preceding the first day of the Plan Year during which occurs the date of
distribution commencement.  For purposes of determining the amount of any
lump sum payment under the Plan paid prior to January 1, 2000, the interest
rate shall be the Applicable Interest Rate under Section 5.5(d) of the prior
plan document and the 1971 Group Annuity Mortality Table for males. 
Notwithstanding any other Plan provision to the contrary, effective for
distributions with an Annuity Starting Date on or after December 31, 2002,
the applicable mortality table to be used for purposes of: (i) satisfying the
requirements of Code Section 417(e) as set forth in Sections 5.3 and 5.5 of
the Plan; and (ii) adjusting any benefit or limitation under Code Section
415(b)(2)(B), (C), or (D) as set forth in Section 6.1 of the Plan, shall be
the applicable mortality table prescribed in Rev. Rul. 2001-62, the 1994
Group Annuity Reserving Table (94 GAR).

1.3  The term "Actuary" shall mean an individual enrolled by the Joint Board
for the Enrollment of Actuaries under Section 3042 of the Employee Retirement
Income Security Act of 1974 or a firm of actuaries, at least one of whose
members has been so enrolled.
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1.4  The term "Anniversary Date" shall mean January 1 of each year.

1.5  The term "Annuity Starting Date" shall mean the first day of the first
period for which an amount is received or receivable as an annuity or, in the
case of a benefit not payable in the form of an annuity, the first day on which
all events have occurred which entitle the relevant Member to such benefit.

1.6  The term "Average Monthly Earnings" (as of any date specified in the Plan
provision in question) shall mean an Employee's average monthly Earnings for
the period of sixty (60) consecutive months within the preceding ten (10)
year period which shall produce the highest average for him.  If the Employee
has completed less than sixty (60) consecutive months of service prior to the
respective date, the term "Average Monthly Earnings" shall mean the average
of the Monthly Earnings for the months immediately preceding such date.

1.7  The term "Beneficiary" shall mean, in the case of a married Member, the
Eligible Spouse of such Member, provided the Eligible Spouse survives the
Member and does not consent to the designation of another Beneficiary in
accordance with Sections 3.6, or 5.2 of this Plan and Code Section
417(a)(2)(A).  In the case of any other Member, the term "Beneficiary" shall
mean the person or persons, including any estate or trust, designated from
time to time by such Member (in such form as the Plan Administrator may
prescribe and with such priorities and conditions as the Member shall specify
and the Plan Administrator shall agree to) to receive any death benefit that
may be payable hereunder, if such person or persons survive the Member and
are in existence after the Member's death.  If a deceased member is not
survived by a Beneficiary determined under the above provisions of this
Section 1.7, or if no Beneficiary is effectively named under the above
provisions of this Section 1.7, the Beneficiary shall be deemed to be the
person or persons in the first of the following classes of beneficiaries with
one or more members of such class then surviving or in existence;

  (a)  The Member's surviving Eligible Spouse;

  (b)  The Member's descendants, per stirpes; or

  (c)  The Member's estate.

1.8  The term "Board" or "Board of Directors" shall mean the Employer's Board
of Directors.

1.9  The term "Break in Service" shall, as a general rule, mean a 12-month
eligibility, vesting or benefit accrual computation period during which the
Employee has not completed more than 500 Hours of Service.  The aggregate
Break in Service shall be the number of consecutive 12-month computation
periods during which the Employee has not completed more than 500 Hours of
Service.  If the respective 12-month computation periods is to switch
pursuant to the definition of Year of Service and if the Employee does not
complete more than 500 Hours of Service during the last 12-month computation
period that commences prior to the switch, the 12-month computation period
for determining whether the Employee incurs consecutive one year Breaks in
Service shall continue to be based on the 12-month computation period in
effect before the switch until more than 500 Hours of Service are completed
during one such 12-month computation period.


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Notwithstanding any provision of this Plan to the contrary, for purposes of
determining whether a Member incurs a Break in Service for the respective
computation period, such Member shall be credited with up to 501 Hours of
Service for a "birth-related" absence.  For these purposes, an Employee's
absence from work shall be regarded as "birth-related" if it is occasioned by
that Employee's pregnancy, is by reason of the birth of a child of that
Employee or the placement of a child with the Employee in connection with the
adoption of such child by that Employee, or is for the purpose of caring for
such child for a period beginning immediately after the birth or placement. 
The Employee shall be credited with up to 501 Hours of Service which
otherwise would normally have been completed by that Employee but for such
"birth-related" absence.  If it is not possible to determine the Hours of
Service which otherwise would normally have been completed, that Employee
shall be deemed to complete 8 Hours of Service for each normal workday of
absence, not to exceed 501 Hours of Service in the aggregate.  These Hours of
Service shall be credited during the computation period during which the
absence begins if the Employee does not otherwise complete more than 500
Hours of Service during that computation period; otherwise, these Hours of
Service shall be credited during the immediately following computation
period.  No credit shall be given for a "birth-related" absence, however,
unless the Employee furnishes to the Plan Administrator such timely
information as shall be reasonably necessary, in the Plan Administrator's
discretion, to establish the existence of a "birth-related" absence and the
length of that "birth-related" absence.

Notwithstanding any provision of this Plan to the contrary, a Member will not
incur a Break in Service while on qualified military service in accordance
with the terms of Code Section 414(u)(8) and the provisions of the Uniformed
Services Employment and Reemployment Rights Act (USERRA).

1.10  The term "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.  All references herein to the Code shall be deemed to refer
to the Internal Revenue Code of 1986, and the regulations established pursuant
thereto, as they now exist or as they may hereafter be amended.  Any
reference herein to a specific section of the Code shall be deemed to refer
to such section and the regulations established pursuant thereto, as they now
exist or as they may hereafter be amended.

1.11  The term "Death Benefit" shall mean any benefit paid to an Eligible
Spouse or Beneficiary at the death of a Member, Terminated Member, or Retired
Member, as provided under the terms of the Plan.

1.12  The term "Early Retirement Date" shall mean, in the case of each Member
who has attained the age of 55 and has completed at least 15 Years of Service,
the first day of the month immediately following or coincident with the later
of (a) the date such Member leaves the employ of the Employer in accordance
with Section 3.4 hereof or (b) the date the Member directs in writing shall
be his Early Retirement Date.

1.13  The term "Earnings" shall mean compensation which is paid to a Member by
the Employer during the Plan Year and which is includable in the Member's gross
income for federal income tax purposes, as reported on the Member's Form W-2;
provided, however, that the following income shall be excluded (i) any and
all commission income and (ii) income from the exercise of stock options,
stock appreciation rights, restricted stock, restricted stock units and

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similar grants.  Any amounts contributed by the Employer on behalf of an
Employee pursuant to a salary reduction agreement which is not includable in
the gross income of the Employee under Code Sections 125, 132(f)(4), 401(k),
402(a)(8), 402(h) or 403(b) shall be included in Earnings.  Prior to January
1, 1997, in the case of a Member who is a member of the family of:  (i) a 5%
owner or (ii) a Highly Compensated Employee in the group consisting of the
ten Highly Compensated Employees paid the greatest annual earnings during
such Plan Year, each as determined under Section 414(q)(6) of the Code, as in
effect prior to January 1, 1997, the Member's annual Earnings, for all Plan
Years prior to January 1, 1997, shall include any annual Earnings received
from the Employer by such Member's spouse and any lineal descendants of the
Member who have not attained age 19 before the close of such Plan Year.  "The
Earnings of any Member taken into account in determining benefit accruals
under the Plan for any Plan Year beginning after December 31, 2001, shall not
exceed $200,000 as adjusted for cost-of-living increases in accordance with
Section 401(a)(17)(B) of the Code and such limit shall be retroactively
applied to determine such Member's benefit.  Thus Earnings of any Member
taken into account in determining benefit accruals under the Plan for any
Plan Year beginning after December 31, 2004, shall not exceed $210,000. 
Earnings means compensation during the Plan Year or such other consecutive
12-month period over which compensation is otherwise determined under the
Plan (the determination period).  The $210,000 limit on earnings shall be
adjusted for cost-of-living increases in accordance with Code Section
401(a)(17)(B).  The cost-of-living adjustment in effect for a calendar year
applies to Earnings for the determination period that begins with or within
such calendar year.

1.14  The term "Effective Date" shall mean the date on which this amendment and
restatement is effective, March 1, 2005, except where otherwise indicated in
the text of this Plan.  The original effective date of the Plan was
January 1, 1976.

1.15  The term "Eligible Spouse" shall mean the legally married spouse of the
Member at the earlier of the Member's date of death or the Member's Annuity
Starting Date, provided the Member and his spouse have been married for at
least one year as of such date.  However, if a Member marries within one (1)
year before his Annuity Starting Date and the Member and such Spouse have
been married for at least one (1) year on or before the date of the Member's
death, such persons shall be treated as having been married one (1) year on
the Member's Annuity Starting Date.

1.16  The term "Employee" shall mean any person who is an Employee (such term
having its customary meaning) of the Employer and who is receiving
remuneration for personal services rendered to the Employer (other than as an
independent contractor).  In addition, the term Employee shall include leased
employees within the meaning of Code Section 414(n)(2) unless (i) such leased
employees constitute less than twenty percent (20%) of the Employer's non-
highly compensated work force within the meaning of Code Section
414(n)(5)(C)(ii), and (ii) such leased employees are covered by a plan
described in Code Section 414(n)(5), in which event such leased employees
shall not be considered Employees for purposes of this Plan.  Leased
employees shall not be eligible to participate in this Plan.  Further, the
following Employees shall not be eligible to participate in the Plan:

  (a)  Employees whose terms and conditions of employment are determined by
collective bargaining with a union or an affiliate thereof representing such

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persons and with respect to whom inclusion in the Plan has not been provided
for in the collective bargaining agreement;

  (b)  Any individual who is an independent contractor.

An independent contractor who is recharacterized by the Internal Revenue
Service as a common law employee will not be considered as described in
paragraph (b) for periods on and after the recharacterization.  The
individual also will not be considered as described in paragraph (b) for
periods before the characterization, unless the Employer has classified the
individual as an independent contractor in good faith, and the individual was
part of a group of independent contractors identified by similar work
requirements.  An individual's ineligibility under the previous sentence has
no bearing on whether the individual is an excludable employee for purpose of
the nondiscrimination tests under Code Sections 401(b) and 401(a)(4).

1.17  The term "Employer" shall mean Southwest Georgia Financial Corporation,
its successors and assigns, and, subject to the provisions of Section 11.7,
any business into which the Employer may be merged or consolidated or to which
substantially all of its assets may be transferred.  The term shall also mean
Southwest Georgia Bank any other affiliate of Southwest Georgia Financial
Corporation which shall, with Southwest Georgia Financial Corporation's prior
written consent, adopt this Plan, and any successor or assign of such an
Employer.  In the event such an affiliate does so become a participating
employer, it shall contribute to the Plan, and its Employees shall be
entitled to benefits thereunder, in accordance with its term, subject to the
following special provisions:

  (a)  The contribution of each Employer shall be equal to that amount
necessary to fund the benefits accrued by its Employees in accordance with
the funding methods and policies established under Article VII hereof.

  (b)  In computing the Hours of Service of a person who is in the employ of
only one of the Employers hereunder at the same time, the period of service
of such person with any of the Employers shall be counted, and a transfer of
an Employee from the employment of one Employer to the employment of another
shall not interrupt his service, nor shall such a transfer constitute a
termination of employment under the terms of this Plan.

  (c)  In the event of a transfer of any Member from the employment of one
employer to the Employment of another Employer, he shall be considered and
treated thereafter as a Member who is an Employee of the Employer to which he
is transferred, except, if such Member thereafter forfeits all or a part of
his interest under any of the provisions of the Plan, the Plan Administrator
shall divide such forfeiture for the purpose of allocation in an equitable
manner, considering all the circumstances, between the two Employers.

In the event of such a transfer, the contribution of each Employer with
respect to the accrued benefits of such transferring Member shall be an
amount determined by allocating the total contribution thus necessary to the
Employers on the basis of the amount of wages or salary earned with each such
Employer during its fiscal year in which the transfer takes place.

1.18  The term "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations established pursuant

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thereto, as they now exist or as they may hereafter be amended.  Any
reference herein to a specific section of ERISA shall be deemed to refer to
such section and the regulations established pursuant thereto, as they now
exist or as they may hereafter be amended.

1.19  The term "Forfeiture" shall mean the portion of a Member's Accrued
Benefit which is not vested in accordance with Section 5.1, and which is
applied as provided in the Plan to reduce Employer contributions which would
otherwise be required.

1.20  The term "Hour of Service" or "Hour" means:

  (a)  Each hour for which an Employee is paid, or entitled to payment, by the
Employer for the performance of duties.  These hours shall be credited to the
Employee for the computation period in which the duties are performed; and
Each hour for which an Employee is paid, or entitled to payment, by the
Employer on account of a period of time during which no duties are performed
(irrespective of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability), jury duty,
military duty or leave of absence, provided, however, that under this
paragraph (2):

  (i)  No more than 500 Hours of Service shall be credited for any single
  continuous period (whether or not such period occurs in a single computation
  period) during which the Employee performs no duties;

  (ii)  No hours shall be credited if such payment is made or due under a plan
  maintained by the Employer solely for purposes of complying with applicable
  worker's compensation, unemployment insurance or disability insurance laws;
  and

  (iii)  No hours shall be credited for a payment which reimburses an Employee
  for medical or medically related expenses incurred by the Employee; and

  (c)  Each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by the Employer.  These hours shall be credited
to the Employee for the computation period to which the award or agreement
pertains rather than the period in which the award, agreement, or payment is
made.  The same Hours of Service shall not be credited under paragraphs (1)
or (2), as the case may be, and this paragraph (3).  Crediting of hours for
back pay awarded or agreed to with respect to periods described in paragraph
(2) shall be subject to the limitations of that paragraph.

  (d)  Hours of Service credited under the Plan shall be calculated and
credited subject to the rules and restrictions set forth in Department of Labor
Regulations Section 2530.200b-2(b), (c) and (f) which are incorporated herein
by this reference.

  (e)  The method of determining Hours of Service under the Plan shall be in
accordance with Department of Labor Regulations Section 2530.200b-3 and shall
be applied in a consistent and non-discriminatory manner to Employees or
classes of Employees.




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1.21  The term "Key Employee" means an Employee defined in Code Section 416(i)
and the Treasury regulations thereunder.  Generally, they shall include any
Employee or former employee (and his Beneficiaries) who, at any time during
the Plan Year or any of the preceding four Plan Years, is:

  (a)  an officer of the Employer (as that term is defined within the meaning
of the regulations under Code Section 416) for any such Plan Year having 415
Compensation greater than $135,000 (as adjusted under Code Section 415(i)(1)
for that Plan Year).

  (b)  a "five percent owner" of the Employer.  "Five percent owner" means any
person who owns (or is considered as owning within the meaning of Code
Section 318) more than 5% of the outstanding stock of the Employer or stock
possessing more than 5% of the total combined voting power of all stock of
the Employer or, in the case of an unincorporated business, any person who
owns more than 5% of the capital or profits interest in the Employer.  In
determining percentage ownership hereunder, employers that would otherwise be
aggregated under Code Section 414(b), (c), and (m) shall be treated as
separate employers.

  (c)  a "one percent owner" of the Employer having an annual 415 Compensation
from the Employer of more than $150,000 as adjusted by the Internal Revenue
Service.  "One percent owner" means any person who owns (or is considered as
owning within the meaning of Code Section 318) more than 1% of the
outstanding stock of the Employer or stock possessing more than 1% of the
total combined voting power of all stock of the Employer or, in the case of
an unincorporated business, any person who owns more than 1% of the capital
or profits interest in the Employer.  In determining percentage ownership
hereunder, employers that would otherwise be aggregated under Code Section
414(b), (c), and (m) shall be treated as separate employers.  However, in
determining whether an individual has 415 Compensation of more than $150,000
as adjusted by the Internal Revenue Service, 415 Compensation from each
employer required to be aggregated under Code Section 414(b), (c), and (m)
shall be taken into account.

1.22  The term "Late Retirement Date" shall mean the first day of any month
which is subsequent to the Member's Normal Retirement Date and which is
coincident with or immediately following the day the Member terminates
employment with the Employer for any reason other than death.

1.23  The term "Member" shall mean any Employee of the Employer who has become
a Member as provided in Article II hereof.

1.24  The term "Monthly Earnings" shall mean 1/12th of Earnings as defined in
Section 1.15.  A Member's Monthly Earnings shall be appropriately adjusted by
the Plan Administrator to an annual basis if he receives compensation for
less than the full Plan Year.

1.25  The term "Monthly Retirement Income" shall mean a monthly income due to,
or with respect to, a Retired Member which shall commence as of his Early,
Normal, or Late Retirement Date, or which shall commence upon his death
pursuant to the terms of Section 4.1.  Such "Monthly Retirement Income" shall
continue for the period indicated in Article III or IV hereof.



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1.26  The term "Normal Retirement Date" shall mean the first day of the month
coincident with or immediately preceding the Member's 65th birthday ("Normal
Retirement Age").  A Member shall become fully vested and his Accrued Benefit
shall become nonforfeitable as of his Normal Retirement Age.

1.27  The term "Plan" shall mean the pension plan set forth herein, as amended
from time to time, which is known as the Southwest Georgia Financial
Corporation Pension Retirement Plan.

1.28  The term "Plan Administrator" shall mean the individual or entity (which
may be a committee) which will be appointed by and serve at the pleasure of the
Employer to administer and manage the Plan in accordance with Article IX.  In
the event that the Employer has not appointed a Plan Administrator, or in the
event that the Plan Administrator appointed by the Employer has resigned,
been removed or is otherwise disabled from serving, the term Plan
Administrator shall mean the Employer.

1.29  The term "Plan Year" shall mean the twelve month period beginning on
January 1 and ending on December 31, which shall also serve as the "limitation
year" for purposes of Section 415 of the Code.

1.30  The term "Qualified Joint and Survivor Annuity" shall mean an annuity for
the life of the Member with a survivor annuity for the life of his Eligible
Spouse which is equal to fifty percent (50%) of the amount of the annuity
payable during the joint lives of the Member and his Eligible Spouse, and
which is the Actuarial Equivalent of a 5-year certain annuity for the life of
the Member.

1.31  The term "Retired Member" shall mean any Member of the Plan who has
terminated his employment after qualifying for retirement under Section 3.2,
3.3, 3.4, or 3.5.  Retirement shall be considered to commence on the day
immediately following the Member's last day of employment by the Employer or,
if later, the last day of an authorized leave of absence.

1.32  The term "Sylvester Plan" shall mean the Sylvester Banking Company
Pension Plan.

1.33  The term "Sylvester Member" shall mean Members in this Plan who are
former members of the Sylvester Plan who became Members in the Plan as of
January 1, 2005 following the merger of the Sylvester Plan into the Plan.

1.34  The term "Terminated Member" shall mean a Member who does not retire
under Section 3.2, 3.3, 3.4, or 3.5 hereof or die under Section 4.1, who
incurs a one year Break in Service, and who has not again become an active
Member.

1.35  The term "Total and Permanent Disability" or "Totally and Permanently
Disabled" shall mean a physical or mental condition which totally and
presumably permanently prevents a Member from engaging in any substantially
gainful activity and which entitles the Member to payment under the Employer-
sponsored long-term disability insurance program, assuming that such program
is then maintained by the Employer and covers the Member.




                                     9

<PAGE>
1.36  The term "Trust Agreement" shall mean the Trust Agreement adopted
December 9, 1975, as in effect as of the effective date of this amendment and
restatement of the Plan.

1.37  The term "Trustee" shall mean the trustee or trustees then serving under
the Trust Agreement.

1.38  The term "Trust Fund" or "Fund" shall mean all contributions to the Trust
together with the earnings and increments thereon, less disbursements made by
the Trustee in accordance with the terms of this Plan.

1.39  The term "Year of Service" shall mean a 12-month computation period
during which an Employee completes 1,000 or more Hours of Service.  The
computation period initially to be taken into account shall be the 12-month
period commencing with the Employee's first day of employment with the
Employer, whether or not such employment commenced prior to the original
effective date of the Plan.  Whether or not the Employee is credited with at
least 1,000 Hours of Service during this initial 12-month computation period,
the computation period shall thereafter be the first calendar year commencing
after the date such employment began and shall include each calendar year
thereafter.  In the event such Employee is credited with at least 1,000 Hours
of Service during the initial 12-month computation period as well as during
his first full calendar year of employment, such Employee shall be credited
with one Year of Service plus a fraction of a Year of Service, the numerator
of such fractional Year of Service being the number of months during his
first partial calendar year of such employment during which he was credited
with at least one (1) Hour of Service, and the denominator of which is twelve
(12).  If an Employee completes at least 1,000 Hours of Service during such
initial 12-month period and such period overlaps two calendar years in
neither of which has the Employee completed at least 1,000 Hours of Service,
he shall nevertheless be credited with a Year of Service for the Plan Year in
which he becomes a Member of the Plan but shall not be credited with any
fractional Year of Service as described above.  However, in no event shall
this definition be applied to reduce the benefit of a Member under the Plan
computed as of December 31, 1987, using the definition of Years of Service
previously contained in the Plan.

Notwithstanding any provision of this Section 1.39 or the Plan generally to
the contrary, a Member who is not credited with at least one (1) Hour of
Service on or after January 1, 1988, shall receive no credit, for purposes of
calculating his Monthly Retirement Income and Accrued Benefit, for Hours of
Service completed after his Normal Retirement Date.  Also, again
notwithstanding any provision of this Section 1.39 or the Plan generally to
the contrary, if a Terminated Member is subsequently re-employed and again
becomes a Member, or if a Member's Break in Service ceases where no
termination of employment has occurred, his "Years of Service" for vesting
and benefit accrual purposes shall not include any periods of employment
prior to such re-employment or cessation of Break in Service only if (i) such
Member's vested percentage pursuant to Section 5.1 was zero as of the date of
termination or commencement of Break in Service, and (ii) the Member's Breaks
in Service as of his re-employment or cessation of Break in Service equals or
exceeds the greater of 5 consecutive years or his Years of Service for
vesting purposes as of his termination date or commencement of Break in
Service.

In computing Years of Service hereunder, the period of an Employee's
employment with any other member of a group of related employers which

                                     10
<PAGE>
includes the Employer shall be counted for participation and vesting purposes
(but not for accrual of benefits purposes unless such other employer has also
adopted the Plan), and a transfer of an Employee from the employ of one such
member to the employ of another member shall not interrupt such Employee's
service.  Related employers shall be determined under Code Section 414(b),
(c), (m) and (n), to include members of a controlled group or corporations,
trades or business under common control, members of an affiliated service
group, and entities related through the leasing of employees.
















































                                     11
 

<PAGE>

                                  ARTICLE II

                       MEMBERSHIP IN THE RETIREMENT PLAN

2.1  Initial Membership.  An Employee who was a member under the prior
provisions of this Plan as of the date immediately preceding the Effective Date
shall remain a Member and shall continue to participate in accordance with the
provisions of this amended and restated Plan.  Any other Employee will become
a Member on the Anniversary Date of the Plan Year in which the Member has
both completed one (1) Year of Service and has attained the age of twenty-one
(21).

2.2  Resumption of Membership.  A Retired or Terminated Member who later
returns to the employ of the Employer or who completes a Year of Service after
incurring a Break in Service while still employed by the Employer shall again
become a Member as of the Anniversary Date occurring within the Plan Year in
which he is re-employed or in which he completes a Year of Service following
the Break in Service, whichever is applicable.  Any such Member's benefit
payments shall thereupon be suspended as provided in Section 3.7 of the Plan. 
Notwithstanding any provision of this Plan to the contrary, a Retired or
Terminated Member who is reemployed as an Employee and continues in the
employ of the Employer through the last day of the Plan Year shall resume his
Membership for the Plan Year of employment, even though he completes not more
than 500 Hours of Service during such Plan Year.

2.3  Termination.  Membership in this Plan shall continue until such Member
incurs a Break in Service, retires in accordance with Section 3.2, 3.3, 3.4,
or 3.5, dies or becomes a Terminated Member as contemplated in Section 5.1 of
the Plan.

2.4  Membership Requirement Effective as of May 1, 1999.  Notwithstanding
Section 2.1, effective May 1, 1999, any Employee who is employed exclusively
on a commissioned basis shall not be eligible to participate in the Plan.

2.5  Qualified Military Services.  Notwithstanding any provisions of this Plan
to the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Code Section
414(u).

2.6  Moultrie Insurance Agency Membership.  Subject to Section 2.4, an Employee
who had been employed by Southwest Georgia Insurance Services, Inc. (a/k/a
Moultrie Insurance Agency) on or after May 1, 1999 shall become a Member on
the date he first is employed by an Employer and meets the requirements of
Section 2.1 where Years of Service shall include service under Southwest
Georgia Insurance Services, Inc. from and after May 1, 1999 so long as it
does not otherwise duplicate Service under this Plan.

2.7  Waiver of Participation.  An Employee, leased employee, independent
contractor, Beneficiary or other person with any claim to benefits under the
Plan who provides the Plan Administrator with a knowing, voluntary and
irrevocable waiver of benefits under the Plan in a form satisfactory to the
Plan Administrator shall not be eligible to participate in or receive
benefits from the Plan and shall be treated for all purposes as ineligible.



                                     12

<PAGE>

2.8  Empire Financial Services, Inc. Membership.  Effective January 1, 2002,
Empire Financial Services, Inc., a subsidiary company of Southwest Georgia
Financial Corporation, became an adopting Employer in accordance with Section
1.18 of the Plan.  Effective January 1, 2002, Employees of Empire Financial
Services are eligible to participate in the Plan provided that service under
the Empire Financial Services, Inc. Profit Sharing Plan shall be recognized
for eligibility and vesting but not for accrual of benefits under the Plan.

2.9  Sylvester Banking Company Membership.  Effective as of February 27, 2004,
service of Employees who were employed by Sylvester Banking Company on the
immediately preceding day will be counted as Hours of Service for purposes of
determining eligibility under the Plan.  Employees who met the Plan's
eligibility service requirements on February 27, 2004 will be immediately
eligible to participate in the Plan.  In addition prior service with
Sylvester Banking Company shall be recognized for calculating vesting but not
for purposes of determining a Member's Accrued Benefit under the Plan (except
as provided in Section 2.10 with respect to the Member's benefit under the
Sylvester Plan).

2.10  Sylvester Banking Company Pension Plan.  Each participant in the
Sylvester Banking Company Pension Plan (the "Sylvester Plan") as of the close
of business on December 31, 2004, shall, in connection with the merger of the
Sylvester Plan into the Plan, become a Member in the Plan effective as of the
earlier of the date specified in Section 2.9 or the close of business on
December 31, 2004.  The Plan Administrator shall maintain records adequate to
permit the determination of the amounts transferred attributable to a
Sylvester Member's frozen accrued benefit under the Sylvester Plan.
 




























                                     13

<PAGE>

                                 ARTICLE III

                           MONTHLY RETIREMENT INCOME

3.1  General.  Any Member who terminates his employment with the Employer on or
after his Early, Normal, or Late Retirement Date or by reason of Total and
Permanent Disability shall qualify for retirement under Sections 3.2, 3.3,
3.4, or 3.5, and his Accrued Benefit shall be fully vested.  Monthly
Retirement Income payable under the terms of this Article shall be subject to
the restrictions and limitations of Article VI and shall be paid by the
Trustee only by or at the direction of the Plan Administrator.  Neither the
Employer, the Plan Administrator, nor the Trustee shall be under any
obligation to pay any Monthly Retirement Income other than from the Trust
Fund.

3.2  Normal Retirement.

  (a)  Benefit Computations Prior to January 1, 1988 [Historical provision].
Each Member who is not credited with at least one (1) Hour of Service on or
after January 1, 1988, who lives to his Normal Retirement Date and who retires
on such date shall be entitled to a monthly retirement benefit, commencing on
his Normal Retirement Date, equal to the greater of (1) $100 or (2) 20% of
his Average Monthly Earnings, plus 15% of his Average Monthly Earnings in
excess of $1,000, plus .5% of his Average Monthly Earnings multiplied by his
Years of Service as of his Normal Retirement Date.  Such monthly retirement
benefit is then multiplied by a fraction, the numerator of which is such
Member's Years of Service as of the date of calculation and the denominator
of which is such Member's Years of Service at his Normal Retirement Date if
he were to live and remain in the employ of the Employer until his Normal
Retirement Date.  If the Member has less than 15 Years of Service his monthly
retirement benefits as determined under (1) or (2) above shall be reduced by
1/15th for each Year of Service less than 15, but such reduction shall in no
event reduce the Member's monthly retirement benefit to less than two percent
(2%) of his Average Monthly Earnings for each Year of Service not in excess
of ten (10) Years of Service.  All such monthly benefits shall be computed to
nearest dollar, with fifty cents ($.50) being regarded as the next higher
dollar.

  (b)  Benefit Computations After December 31, 1987 And Prior to January 1,
1989 [Historical provision].  In the case of a Member who retires on his Normal
Retirement Date and who is credited with at least one (1) Hour of Service on or
after January 1, 1988 but is not credited with (1) Hour of Service on or
after January 1, 1989, such Member shall be entitled to a monthly retirement
benefit commencing on his Normal Retirement Date equal to (1) a basic monthly
benefit of thirty-five percent (35%) of such Member's Average Monthly
Earnings plus (2) an excess benefit equal to three-fourths of one percent
(.75%) of such Average Monthly Earnings in excess of one thousand six hundred
sixty-six dollars and sixty-seven cents ($1,666.67) multiplied by the
Member's Years of Service not in excess of thirty-five (35) Years of Service. 
Such monthly retirement benefit is then multiplied by a fraction, the
numerator of which is such Member's Years of Service as of the date of
calculation and the denominator of which is such Member's Years of Service at
his Normal Retirement Date if he were to live and remain in the employ of the
Employer until his Normal Retirement Date.  The Member's total monthly
benefit so computed shall be reduced by 1/15th for each Year of Service fewer
than 15 credited to such Member.  Provided, however, that in no event shall

                                     14
<PAGE>

the application of this Section 3.2(b) result in a Member's Accrued Benefit
on or after January 1, 1988, being less than such Member's Accrued Benefit
determined as of December 31, 1987, based upon such Member's Years of Service
and Average Monthly Earnings as of December 31, 1987.

  (c)  Benefit Computations After December 31, 1988 and Prior to January 1,
2001 [Historical provision].  In the case of a Member who retires on his Normal
Retirement Date (or otherwise terminates employment) and who is credited with
at least one (1) Hour of Service on or after January 1, 1989 but is not
credited with (1) Hour of Service on or after January 1, 2001, such Member
shall be entitled to a monthly retirement benefit commencing on his Normal
Retirement Date equal to the sum of (i) and (ii):

  (i)  a basic monthly benefit of thirty-five percent (35%) of such Member's
  Average Monthly Earnings multiplied by:

  (1)  his Years of Service as of his date of termination of employment or
  other termination of Service divided by the Years of Service he would have if
  he continued in employment to his Normal Retirement Date; and

  (2)  a fraction equal to the Years of Service he would have if he continued
  in employment to his Normal Retirement Date divided by 15; provided that this
  fraction is only applied to a Member if he would have fewer than fifteen (15)
  Years of Service at his Normal Retirement Date (or if he is employed after
  his Normal Retirement Date, at his Late Retirement Date);

  (ii) an excess benefit equal to .72%, subject to Section 3.2(h), of such
  Average Monthly Earnings in excess of one thousand four hundred sixteen
  dollars and sixteen cents ($1,416.16) multiplied by the Member's Years of
  Service at his date of termination or other termination of Service not in
  excess of thirty-five (35) Years of Service.

In no event shall the application of this Section 3.2(c) result in a Member's
Accrued Benefit on or after January 1, 1989, being less than such Member's
Accrued Benefit determined as of December 31, 1988, based upon such Member's
Years of Service and Average Monthly Earnings as of December 31, 1988.

  (d)  Benefit Computations After December 31, 2000 [Current Provision].

  (i)  In the case of a Member who is not a Sylvester Member and who retires
  on his Normal Retirement Date (or otherwise terminates employment) and who is
  credited with at least one (1) Hour of Service on or after January 1, 2001,
  such Member shall be entitled to a monthly retirement benefit commencing on
  his Normal Retirement Date equal to the sum of (1) and (2) below.

  (1)  The Member's Accrued Benefit as of December 31, 2000 determined as if
  such date were a date of termination of employment but with Average Monthly









                                     15

<PAGE>

  Earnings determined as of the date of actual termination of employment.

  (2)  46% of the Member's Average Monthly Earnings multiplied by

  (A)  the ratio of the Member's Years of Service since January 1, 2001
       divided by all Years of Service; and

  (B)  a fraction equal to the Years of Service he would have if he continued
       in employment to his Normal Retirement Date divided by 25; provided this
       fraction is only applied to a Member if he would have fewer than twenty-
       five (25) Years of Service at his Normal Retirement Date (or if he is
       employed after his Normal Retirement Date, at his Late Retirement Date).

  (ii)  Normal Retirement Benefit.  Each Sylvester Member shall be entitled to
  a monthly retirement benefit commencing on his Normal Retirement Date equal
  to:

  (1)  the Member's frozen accrued benefit under the Sylvester Plan converted
  using the Sylvester Plan's actuarial assumptions to a 5-year certain and life
  monthly retirement income, plus

  (2)  (A)  46% of such Member's Average Monthly Earnings, multiplied by

       (B)  an accrual fraction equal to the Member's Years of Service
       completed after March 1, 2004, divided by the Member's Years of Service
       at his Normal Retirement Date, if he were to live and remain in the
       employ of the Employer until his Normal Retirement Date (excluding any
       years of service performed for Sylvester), multiplied by

       (C)  an accrual fraction equal to the Member's Years of Service at his
       Normal Retirement Date not in excess of 25, divided by 25.

Provided however, that in no event shall the application of this Section
3.2(d)(ii) result in a Sylvester Member's Accrued Benefit on or after March
1, 2004, being less than such Sylvester Member's Accrued Benefit determined
as of February 27, 2004 based upon such Sylvester Member's Years of Service
and Average Monthly Earnings as of February 27, 2004.



















                                     16

<PAGE>

(e)  Retired Members Entitled to Greater of Past or Current Benefit Formula.
For Plan Years beginning on or after January 1, 1990, any Member who terminated
employment prior to 1988 and who is entitled to a retirement benefit shall
have his retirement benefit recomputed under both the pre-1988 benefit
formula contained in Section 3.2(a) and the post-1987 benefit formula
contained in Section 3.2(b), and shall be entitled to receive, prospectively
from January 1, 1990 forward only, the greater of the retirement benefits
calculated under Sections 3.2(a) or 3.2(b) above.  In no event shall the
recomputation of a Member's retirement benefit cause or permit a Member to
change the method of benefit payment such Member previously elected pursuant
to Section 3.6.

(f)  Form of Normal Retirement Benefit.  The monthly retirement benefit shall
be expressed in the form of a 5-year certain annuity for the life of the
Member, although the actual form of payment shall be in accordance with the
terms of Section 3.6.

(g)  Effective as of January 1, 1989, a Member's benefit under this Section 3.2
shall in no event be less than the Member's early retirement benefit
calculated under Section 3.4.

(h)  Effective as of January 1, 1989 and as applicable to a benefit determined
under Section 3.2(c), if the Member commences benefits under the Plan prior
to the Member's reaching his Social Security Retirement Age (as hereinafter
defined) the .72% excess integration factor in Section 3.2(c) shall be
replaced by .67% if the Social Security Retirement Age is