Form of First Amendment To Supplemental Executive Retirement Benefits Agreement

Exhibit 10.20

FIRST AMENDMENT TO

SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS AGREEMENT

This FIRST AMENDMENT to the Supplemental Executive Retirement Benefits Agreement is made this ___ day of _____________, 2008, effective as of January 1, 2008, by and between Heritage Bank, a Georgia banking corporation (" Bank" ), and ___________, an individual (" Executive" ).

RECITALS A. Executive and the Bank entered into that certain Supplemental Executive Retirement Benefits Agreement dated January 1, 2006 (the " Agreement" ) for the purpose of the Bank retaining Executive as an employee of Bank and providing for the post-retirement needs of the Executive in a responsible manner. B. Executive and Bank now desire to amend the Agreement to comply with the new final regulations under Section 409A of the Internal Revenue Code of 1986 and to make other changes.

AMENDMENT

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 to amend the Agreement as follows:

1. By deleting the existing Section 2(a) and substituting therefor the following:

" (a) Full Benefit . If Executive does not experience a separation from service with the Bank and its affiliates (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the related guidance thereunder) until on or after 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." 2. By adding the following to the existing Section 2(e): " Executive' s beneficiary designated on Exhibit B hereto shall receive the remaining payments still due to the Executive as of the time of the Executive' s death (the " Remaining Payments" ) in accordance with the terms of this Agreement. If the Executive does not have a designated beneficiary, or the designated beneficiary predeceases the Executive, the Remaining Payments will be paid to the Executive' ...