Separation Agreement and Release

1.    Employment Termination .

(1)    Executive’s last day of employment with the Company was February 11, 2006 (the “Severance Date”);

(2)    Executive’s “Severance Period” will mean the 24-month period beginning on the Severance Date; and

(3)    This Agreement was first delivered to the Executive on February 7, 2006 (the “Delivery Date”).

2.    Payments . The Bank and WGNB shall be severally liable to Executive for the payments described in this Section 2; provided, these payments are expressly conditioned upon Executive’s compliance with Sections 4, 5, 6 and 7 below. To this effect, the Bank shall pay or transfer to Executive the following:

(a)    Final Paycheck . His regular base salary for all periods through his Severance Date at the time and in the manner it shall pay other executive officers their base salary for such periods.

(b)    Final Bonus Payment . The remaining balance of his executive bonus for the 2005 fiscal year; provided, this bonus payment shall be paid at the same time and in the same manner it is paid to other executive officers but in no event later than March 15, 2006.

(c)    Vacation Benefit . Consistent with the Company’s general vacation policy, a lump-sum cash payment equal to the value of his total earned and unused vacation days as of his Severance Date.

(d)    Severance Pay . $300,000 in 24 equal monthly installments of $12,500 commencing on March 1, 2006, with each subsequent installment being due and paid on the day of each subsequent month within the Severance Period on which other executive employees receive their first paycheck during that month; provided, the Bank shall pay all amounts of said severance pay remaining unpaid as of the last day of the Severance Period on said last day.

(e)    COBRA Coverage and Premium Payments . Under the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), Executive will have the opportunity to elect continuation coverage of his medical and dental benefits for himself, his spouse and/or eligible dependents to the extent he and/or they are participating in the Company’s plans for those benefits as of his Severance Date. If elected in a timely manner, COBRA coverage generally will end on the last day of the 18th month following his Severance Date (unless an earlier end date or an extension is required under COBRA). If and to the extent Executive timely elects COBRA continuation coverage, then while his COBRA coverage is in effect for himself during the first 18 mouths of his Severance Period, the Bank shall pay 100 percent of the premium amount for Executive’s COBRA coverage. Executive, his spouse and/or his dependents shall be responsible for paying 100 percent of the premium amount for any COBRA coverage for Executive’s spouse and/or dependents; provided, if the Bank and/or WGNB can legally and without additional cost (other than the cost of an amendment to the Bank’s or WGNB’s cafeteria plan) deduct Executive’s payments for spousal and/or dependent COBRA benefits from the payments to Executive of his severance pay (as described in subsection (d) hereof), the Bank and/or WGNB shall do so.

(f)    Home Computer . Ownership of the desktop computer and printer that Executive has maintained at his residence; provided, Executive agrees that the Bank will first change the hard drive in the computer to ensure that no Company information or files remain.

(g)    Contact List . An electronic copy of Executive’s contact list saved from the on his computer at the Bank.

3.    Stock and Options .

(a)    Previously Vested Shares . WGNB shall honor Executive’s exercise of all of his WGNB stock options that vested prior to February 10, 2006, and thereby shall allow him to purchase 29,493 shares of WGNB stock pursuant to the terms of such options; provided, Executive agrees not to sell or otherwise transfer or encumber any of such shares until or after August 11, 2006, and acknowledges that WGNB may place a legend on the stock certificate(s) for such shares reflecting such restriction.

(b)    Newly Vested Shares . Executive shall be permitted to exercise the options to purchase 2,629 shares of WGNB stock that vest on February 10, 2006; provided, Executive agrees that he may not exercise said options earlier than August 11, 2006. Executive shall have fifteen (15) days beginning on August 11, 2006 to exercise said options after which time said options (if not exercised) will lapse.

4.    Mutual General Releases .

(a)    Executive’s General Release . Executive agrees, for himself, his spouse, heirs, executor, administrator, assigns, insurers, attorneys and other persons or entities acting or purporting to act on his behalf (the “Executive’s Parties”), to irrevocably and unconditionally release, acquit and forever discharge the Bank and WGNB, their affiliates, subsidiaries, directors, officers, employees, shareholders, partners, agents, representatives, predecessors, successors, assigns, insurers, attorneys, benefit plans sponsored by the Bank and WGNB and said plans’ fiduciaries, agents and trustees (the “Bank’s Parties”), from any and all actions, causes of action, suits, claims, obligations, liabilities, debts, demands, contentions, damages, judgments, levies and executions of any kind, whether in law or in equity, known or unknown, which the Executive’s Parties have, have had, or may in the future claim to have against the Bank’s Parties, including but not limited to those claims arising out of, related to, or resulting from Executive’s employment with the Bank and WGNB or the termination thereof. It is understood that this is a general release. This release specifically includes without limitation any claims arising in tort or contract, any claim based on wrongful discharge, any claim based on breach of contract, any claim arising under federal, state or local law prohibiting race, sex, age, religion, national origin, handicap, disability or other forms of discrimination, any claim arising under federal, state or local law concerning employment practices, and any claim relating to compensation or benefits. This specifically includes, without limitation, any claim which Executive has or has had under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Americans with Disabilities Act, as amended, and the Employee Retirement income Security Act of 1974, as amended (“ERISA”). Notwithstanding anything herein to the contrary, Executive shall have a right to, and is not releasing any claim for, (i) any breach of, or any amounts due or performance of the Bank’s Parties under, this Agreement, or (ii) any benefits Executive may have accrued or otherwise carved in the normal course under any employee benefit plan (within the meaning of ERISA) as of his Severance Date.

(b)    Executive’s ADEA Release . Executive hereby acknowledges that he is knowingly and voluntarily waiving and releasing any rights he may have under ADEA and that the consideration given for this Agreement is in addition to anything of value to which he was already entitled. He further acknowledges that he has been advised by this writing, as required by ADEA, that: (A) the waiver and release do not apply to any rights or claims that may arise on or after the date he executes this release; (B) he has the right to consult with an attorney prior to executing this release; (C) he has twenty-one (21) days from the Delivery Date to consider this release (although he may choose to