Form of incentive stock option agreement under Habersham Bancorp 1996 Incentive Stock Option Plan

C.

Plan: Habersham Bancorp 1996 Incentive Stock Option Plan.

D.

Option Shares: All or any part of _______ shares of the Company's common stock, $1.00 par value per share ("Common Stock").

E.

Exercise Price: $_______ per share of Common Stock. The Exercise Price is the Fair Market Value, determined pursuant to the Plan, of a share of Common Stock on the Grant Date or, if Optionee owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any subsidiary, 110% of the Fair Market Value.

F.

Option Period: The Option may be exercised as to all or any portion of the Option Shares during the Option Period, which commences on the Grant Date and ends generally on the earliest of (a) the fifth (5th) anniversary of the Grant Date; (b) the date the Optionee experiences a Termination of Employment for any reason other than due to death; or (c) one (1) year following the date of the Optionee's death. Note that other limitations to exercising the Option, as described in the attached Terms and Conditions, may apply.