Form of Supplemental Executive Retirement Benefits Agreement

Exhibit 10.17

SUPPLEMENTAL EXECUTIVE

RETIREMENT BENEFITS AGREEMENT This Supplemental Executive Retirement Benefits Agreement (this " Agreement" ) is made as of the 1st day of January, 2006, by and between Heritage Bank, a Georgia banking corporation (" Bank" ), and , an individual (" Executive" ).

RECITALS

A. Executive is a valued employee of Bank.

B. Bank desires to retain Executive as an employee of Bank and to provide for the post-retirement needs of its employees in a responsible manner.

C. Executive is a participant in the Heritage Bank Executive Supplemental Retirement Plan and pursuant thereto the Executive has executed an Executive Agreement effective July 14, 1999 and amended December 31, 2001 (the " 1999 Agreement" ). D. Executive and Bank now desire to amend and restate the terms of the 1999 Agreement so that, as amended and restated, the terms of this Agreement shall supercede the 1999 Agreement between Executive and Bank.

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 . Bank maintains an unfunded retirement plan, the obligations under which shall be reflected on the general ledger of Bank (the " Retirement Account" ). The Retirement Account shall be an unsecured liability of Bank to Executive, payable only as provided herein from the general funds of 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 Bank and does not have priority of payment over any other general obligation of Bank.

2. Payment of Benefits . Full Benefit . If Executive does not experience a separation from service with the Bank and its affiliates (within the meaning of Proposed Treasury Regulations Section 1.409A-1(h)) (except for such breaks in service prescribed by law, such as the Family and Medical Leave Act) until the Full Vesting Date (as defined in Exhibit A hereto), then commencing upon the Payment Commencement Date (as defined in Exhibit A hereto), Bank shall pay to Executive the Full Benefit (as defined in Exhibit A 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 (20 th ) anniversary of the Payment Commencement Date.

Early Termination . Subject to subsection (c) below, if Executive experiences a separation from service with the Bank and its affiliates because he voluntarily resigns from full-time employment with Bank and its affiliates for any reason before the Full Vesting Date, or the Bank discharges him for any reason other than For Cause before the Full Vesting Date, Bank shall pay to Executive the Limited Benefit (as hereinafter defined) annually for twenty (20) years, payable in monthly installments beginning on 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


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including) the twentieth (20 th ) anniversary of the Payment Commencement Date. For the purposes of this Agreement, the " Limited Benefit" shall be the amount set forth on Exhibit A corresponding to the calendar year in which Executive' s employment terminates.

Death or Disability . If Executive dies or becomes Substantially Disabled (as hereinafter defined) while employed by Bank and its affiliates, then Bank shall pay to Executive or his beneficiary (as applicable) either the Full Benefit (if employment is terminated on or after the Full Vesting Date) or the Limited Benefit (if employment is terminated prior to the Full Vesting Date) annually for twenty (20) years in accordance with subsection (a) or (b) above (as applicable), except that the payments shall commence on the first business day of the first calendar month following the date of death or, if applicable, the date of the determination that the Executive is Substantially Disabled. 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 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 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering Bank' s employees. The determination of whether Executive is " Substantially Disabled" under clause (i) above shall be made by a licensed physician selected by Bank who is reasonably acceptable to the Executive.

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 Bank without any liability whatsoever. The obligation of 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.

Death of Executive . If Executive dies after the Payment Commencement Date or has begun receiving payments under subsection (c) above but prior to receiving all benefit payments still due to Executive hereunder as of the time of Executive' s death (the " Remaining Payments" ), then Executive' s beneficiary designated on Exhibit B hereto (or, if none designated, Executive' s estate) shall receive the Remaining Payments in accordance with the terms of this Agreement. Benefits Mutually Exclusive . Under no circumstances will Executive or, if applicable, his beneficiary or estate become entitled to more than one benefit under this Section 2.

3. Intent of Parties . 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 Bank for purposes of the Employee Retirement Income Security Act of 1974, as may be amended (" ERISA" ).


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4. ERISA Provisions . The following provisions in this Agreement are part of this Agreement and are intended to meet the requirements of the ERISA. The " Named Fiduciary" is the Bank. The general corporate funds of the Bank are the basis of payment of benefits under this Agreement. For claims procedure purposes, the " Claims Administrator" shall be the Compensation Committee of the Board of Directors of the Bank or such other person named from time to time by notice to Executive.

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. 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. 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:

the specific reasons for the denial;

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

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; 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


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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.

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

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);

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

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

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. Application for Review .

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

If the claimant wishes a review of the decision denying his claim to benefits under this Agreement due to the Executive becoming Substantially Disabled, he must submit the written application to the Appeals Fiduciary within one hundred eighty (180) days after receiving written notice of the denial. With respect to any such claim, i ...