Financial Soundness Agreement

Exhibit 10.1

UNITED STATES OF AMERICA

BEFORE THE

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

WASHINGTON, D.C.

          WHEREAS, WGNB Corp., Carrollton, Georgia (“WGNB”), a registered bank holding company, owns and controls First National Bank of Georgia, Carrollton, Georgia (the “Bank”), a national bank, and a nonbank subsidiary;

          WHEREAS, it is the common goal of WGNB and the Federal Reserve Bank of Atlanta (the “Reserve Bank”) to maintain the financial soundness of WGNB so that WGNB may serve as a source of strength to the Bank;

          WHEREAS, WGNB and the Reserve Bank have mutually agreed to enter into this Written Agreement (the “Agreement”); and

          WHEREAS, on July 14, 2009, the board of directors of WGNB, at a duly constituted meeting, adopted a resolution authorizing and directing H.B. Lipham, III to enter into this Agreement on behalf of WGNB, and consenting to compliance with each and every provision of this Agreement by WGNB and its institution-affiliated parties, as defined in sections 3(u) and 8(b)(3) of the Federal Deposit Insurance Act, as amended (the “FDI Act”) (12 U.S.C. §§ 1813(u) and 1818(b)(3)).

Dividends and Distributions

          1.     (a)     WGNB shall not declare or pay any dividends without the prior written approval of the Reserve Bank and the Director of the Division of Banking Supervision and Regulation (the “Director”) of the Board of Governors of the Federal Reserve System (the “Board of Governors”).

                   (b)     WGNB shall not directly or indirectly take dividends or any other form of payment representing a reduction in capital from the Bank without the prior written approval of the Reserve Bank.

                  (c)     WGNB and its nonbank subsidiary shall not make any distributions of interest, principal, or other sums on subordinated debentures or trust preferred securities without the prior written approval of the Reserve Bank and the Director.

                  (d)     All requests for prior approval shall be received by the Reserve Bank at least 30 days prior to the proposed dividend declaration date, proposed distribution on subordinated debentures, and required notice of deferral on trust preferred securities. All requests shall contain, at a minimum, current and projected information on WGNB’s capital, earnings, and cash flow; the Bank’s capital, asset quality, earnings, and allowance for loan and lease losses (“ALLL”); and identification of the sources of funds for the proposed payment or distribution. For requests to declare or pay dividends, WGNB must also demonstrate that the requested declaration or payment of dividends is consistent with the Board of Governors’ Policy Statement on the Payment of Cash Dividends by State Member Banks and Bank Holding Companies, dated November 14,1985 (Federal Reserve Regulatory Service, 4-877 at page 4-323).