EAGLE BANCSHARES INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2.3
<SEQUENCE>3
<FILENAME>g74219ex10-2_3.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>


                             EAGLE BANCSHARES, INC.

                         -------------------------------

                            Employment Agreement with

                                BETTY C. PETRIDES


                  THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT ("Agreement") is
entered into as of the 4th day of February, 2002, by and between EAGLE
BANCSHARES, INC. (THE "EMPLOYER"), WHICH IS ORGANIZED UNDER THE LAWS OF THE
STATE OF GEORGIA AND HAS ITS PRINCIPAL OFFICE AT TUCKER, GEORGIA, and BETTY C.
PETRIDES, an individual resident of Georgia (the "Employee").

                                   BACKGROUND

         A.       The Employee has been a key Employee of the Employer, and has
been employed by the Employer as its EXECUTIVE VICE PRESIDENT, and is
experienced in all phases of the business of the Employer.

         B.       The Employee and Employer have previously entered into the
Employment Agreement ("Prior Agreement") that was effective on June 1, 1997.

         C.       The parties now desire to adopt a new Employment Agreement to
outline the terms of the Employee's employment with the Employer, and to
supersede the Prior Agreement.

         D.       This Agreement, and the supersession of the Prior Agreement,
is made in consideration of the mutual covenants contained herein.

                                    AGREEMENT

         1.       Definitions.

                  As used in this Agreement, the following terms shall have the
meanings set forth below:

                  a.       "Affiliate" means any person, firm, corporation,
         partnership, association, or entity that, directly or indirectly or
         through one or more intermediaries, controls, is controlled by, or is
         under common control with the Employer. For purposes of this section
         "control" means the ownership of more than fifty percent (50%) of the
         stock of the entity (if it is a corporation) or of either the profits
         or the equity interest (if the entity is a partnership).

                  b.       "Area" means the counties of the State of Georgia in
         which the Employer maintains bank branches as of the Employment
         Agreement Date, which are DeKalb, Fulton, Gwinnett, and Clayton. If the
         Term is extended by the Board pursuant to Section 4 below, the Board
         shall simultaneously expand or contract the Area as of such extension


<PAGE>

         action to include additional counties in which the Employer has opened
         branches and exclude counties in which all branches were closed or
         otherwise removed.

                  c.       "Board" means the Board of Directors of the Employer.

                  d.       "Business of the Employer" means the business
         conducted by the Employer, which is the business of financial services.


                  e.       "Cause" means the occurrence of any of the following
         events:

                           i)       the Employee's material breach of the terms
                  of this Agreement, including, without limitation, the
                  Employee's failure to perform his duties and responsibilities
                  in the manner and to the extent required under this Agreement
                  or to follow the policies, procedures, and authorities
                  instituted and granted by the Board;

                           ii)      conduct by the Employee that amounts to
                  fraud, dishonesty, or willful misconduct in the performance of
                  his duties and responsibilities hereunder, or is a breach of
                  fiduciary duty, including a breach involving personal profit;

                           iii)     the Employee's knowing and material
                  misrepresentation to the Board in relation to a matter within
                  the scope of the Employee's duties and responsibilities for
                  the Employer;

                           iv)      the Employee's arrest for, charge in
                  relation to (by criminal information, indictment, or
                  otherwise), or conviction during the Term of this Agreement of
                  a felony or any other crime involving dishonesty, breach of
                  trust, or moral turpitude.

                  For purposes of this paragraph, no act or failure to act by
                  the Employee shall be considered to be willful unless he acted
                  or failed to act with an absence of good faith and a
                  reasonable belief that his action or failure to act was in the
                  best interests of the Employer.

                  f.       "Change in Control" means any one of the following
         events in relation to the Employer or any Affiliate of the Employer
         that owns more than fifty percent (50%) of the Employer (either of
         which shall be referred to below as the "Company"):

                           i)       the acquisition by any person or persons
                  acting in concert of the then outstanding voting securities of
                  the Company, if, after the transaction, the acquiring person
                  (or persons) owns, controls or holds with power to vote more
                  than twenty-five percent (25%) of any class of voting
                  securities of the Company; provided, however, that no
                  acquisition of voting securities by the Employee or by the
                  Eagle Bancshares, Inc. 401(k) Savings and Employee Stock
                  Ownership Plan shall constitute a Change in Control;

                           ii)      within any twenty-four (24) month period
                  (beginning on or after the Effective Date) the persons who
                  were directors of the Company immediately before


                                       2
<PAGE>

                  the beginning of such period (the "Incumbent Directors") shall
                  cease to constitute at least a majority of the board of the
                  Company. For purposes of this subsection, any director who was
                  not a director as of the Effective Date shall be deemed to be
                  an Incumbent Director if that director were elected
                  subsequently to the board of the Company by, on the
                  recommendation of, or with the approval of at least two-thirds
                  of the directors who then qualified as Incumbent Directors.
                  Furthermore, no director whose initial assumption of office is
                  in connection with an actual or threatened election contest
                  relating to the election of directors shall be deemed to be an
                  Incumbent Director;

                           iii)     a reorganization, merger, or consolidation,
                  with respect to which persons who were the shareholders of the
                  Company immediately prior to such reorganization, merger, or
                  consolidation do not immediately thereafter own more than
                  fifty percent (50%) of the combined voting power entitled to
                  vote in the election of directors of the reorganized, merged,
                  or consolidated company's then outstanding voting securities;
                  or

                           iv)      the sale, transfer, or assignment of all or
                  substantially all of the assets of the Company and its
                  subsidiaries to any third party.

         Notwithstanding the foregoing, no Change in Control shall occur if the
         transactions or occurrences described above involve only the Company,
         Eagle Bancshares, Inc., and/or Affiliates of the Company or of Eagle
         Bancshares, Inc.

                  g.       "Code" means the Internal Revenue Code of 1986, as
         amended.

                  h.       "Compensation Committee" means the Compensation
         Committee of Eagle Bancshares, Inc..

                  i.       "Competing Business" means any person, firm,
         corporation, joint venture or other business entity which is engaged in
         the Business of the Employer (or any aspect thereof) within the Area.

                  j.       "Confidential Information" means confidential data
         and confidential information relating to the business of the Employer
         (which does not rise to the status of a Trade Secret) which is or has
         been disclosed to the Employee or of which the Employee became aware as
         a consequence of or through Employee's relationship to the Employer and
         which has value to the Employer and is not generally known to its
         competitors. Confidential Information shall not include any data or
         information that has been voluntarily disclosed to the public by the
         Employer (except where such public disclosure has been made by the
         Employee without authorization) or that has been independently
         developed and disclosed by others, or that otherwise enters the public
         domain through lawful means.

                  k.       "Disability" means the inability of the Employee to
         perform his duties hereunder due to a physical, mental, or emotional
         impairment, as determined by an independent qualified physician (who
         may be engaged by the Employer), and results in the Employee becoming
         eligible for long-term disability benefits under the Employer's


                                       3
<PAGE>

         long-term disability plan (or, if the Employer has no such plan in
         effect with regard to the Employee, which impairs the Employee's
         ability to substantially perform his duties under this Agreement for a
         period of at least one hundred eighty (180) consecutive days). This
         definition is intended to apply only to the applicable provisions of
         this Agreement, and is not intended by the Parties to constitute an
         interpretation or analysis of any issue that might arise under the
         disability provisions of the Americans with Disabilities Act or any
         similar law.

                  l.       "Effective Date" means NOVEMBER 6, 2001.

                  m.       "Expiration Date" means the date on which the Term
         (and all renewals or extension of the Term) expires.

                  n.       "Good Reason" means the occurrence of any of the
         following events which is not corrected by the Employer within thirty
         (30) days after the Employee's written notice to the Employer of the
         same:

                           i)       the nature of Employee's duties or the scope
                  of his responsibilities are substantially modified or his
                  authority or responsibilities in connection with his
                  Employment are materially reduced without the Employee's
                  written consent;

                           ii)      if the Employee is a member of the Board on
                  the Effective Date or any renewal date under Section 4.a, the
                  Employee is not reelected to the Board;

                           iii)     the Employer changes the location of the
                  Employee's place of employment to more than fifty (50) miles
                  from its present location; or

                           iv)      a material breach of the Agreement by the
                  Employer, including, but not limited to, the material
                  reduction of the Employee's Base Annual Compensation under
                  Subsection 5.a. or a material reduction in the total Employee
                  Benefits provided under Subsection 5.d without the adjustment
                  to compensation outlined in Subsection 5.d.ii).

                  o.       "Protected Period" means the period that begins on
         the date six (6) months before a Change in Control and ends on the
         later of: (a) the second annual anniversary of the Change in Control;
         or (b) the Expiration Date.

                  p.       "Term" is defined in Section 4.

                  q.       "Termination Date" means the date which corresponds
         to the first to occur of:

                           i)       the death, Disability, or Retirement of the
                  Employee;

                           ii)      the Expiration Date; or

                           iii)     the date on which the Employee or the
                  Employer terminates this Agreement for any reason pursuant to
                  Section 8 below.


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<PAGE>

                  r.       "Trade Secrets" means information, without regard to
         form, including, but not limited to, technical or nontechnical data,
         formulas, patterns, compilations, programs, devices, methods,
         techniques, drawings, processes, financial data, financial plans,
         product plans or lists of actual or potential customers or suppliers
         which is not commonly known by or available to the public and (i)
         derives economic value, actual or potential, from not being generally
         known to, and not being readily ascertainable by proper means by, other
         persons who can obtain economic value from its disclosure or use and
         (ii) is the subject of efforts that are reasonable under the
         circumstances to maintain its secrecy.

                  s.       "Work" means a copyrightable work of authorship,
         including without limitation, any technical descriptions for products,
         user's guides, illustrations, advertising materials, computer programs
         (including the contents of read only memories) and any contribution to
         such materials.

         2.       Employment. The Employer hereby employs the Employee and
Employee hereby accepts employment by the Employer during the Term and upon the
terms and conditions contained in this Agreement.

         3.       Office and Duties

                  a.       Employee is employed as the EXECUTIVE VICE PRESIDENT
         of the Employer. The Employee shall perform such duties as are
         customarily performed by one holding this position and shall
         additionally render such other services and duties as may be reasonably
         assigned to him from time to time by the Employer, consistent with his
         position. Such position and duties may be modified during the Term so
         long as such modification does not constitute "Good Reason" under
         Section 1.n.i above.

                  b.       Employee shall discharge his duties at the offices
         of the Employer in Tucker, Georgia or at such other locations as shall
         be determined from time to time by the Employer, and shall engage in
         such travel as may be necessary to perform such duties described in
         Subparagraph a. above. The Employer shall provide the Employee with the
         working facilities customary for similar executives and necessary for
         him to perform his duties.

                  c.       During the Term, the Employee shall report directly
         to the CHAIRMAN (his "Supervisor) or such successor Supervisor as may
         be appointed by the Board, and shall perform his services in accordance
         with the reasonable standards as the Supervisor and/or the Board may
         establish from time to time.

                  d.       All services hereunder shall be rendered by the
         Employee to the best of his ability in a competent, efficient and
         businesslike manner. Throughout the term of this Agreement, the
         Employee shall devote substantially all of his working time (not less
         than an average of 40 hours per week), energy, skill, loyalty, and best
         efforts to his duties hereunder in a manner that will faithfully and
         diligently further the business and interests of the Employer.


                                       5
<PAGE>

         4.       Term of Employment.

                  a.       The term of employment under this Agreement (the
         "Term") shall commence on the Effective Date and shall terminate,
         unless renewed, on JUNE 1, 2004. Notwithstanding the foregoing, on or
         before each JUNE 1ST, the Board may extend the Term by an additional
         year, unless the Employee advises the Board in writing within 30 days
         of the Board's notifying him of its extension action that he does not
         want the extension to be effective.

                  b.       Upon the expiration of the Term without renewal or
         extension (i.e., the Expiration Date), the duties and obligations of
         both the Employer and the Employee shall terminate, except with respect
         to the covenants under Section 7 below.

         5.       Employee Compensation and Benefits.

                  a.       Base Annual Salary.

                           i)       Initial Base Annual Salary. For all services
                  rendered by Employee to Employer under this Agreement,
                  Employer shall pay to Employee during the Term an initial Base
                  Annual Salary of $150,000. The Base Annual Salary shall be
                  payable in cash in the same frequency as is customary for the
                  Employer's employees.

                           ii)      Adjustments to Base Annual Salary. During
                  the Term, not less frequently than annually, the Compensation
                  Committee (or such alternate committee as may be designated by
                  the Board) shall review the Base Annual Salary of the
                  Employee, as well as the performance of the Employee in
                  reference to his duties, authority, and services rendered. The
                  Board may then, in its sole discretion, decide to increase the
                  Employee's Base Annual Salary. Such review shall be in
                  accordance with the then current procedures of the Employer
                  regarding the salaries and performance of its officers.

                           iii)     Except for the compensation and other
                  benefits provided in this Section 5, the Base Salary shall be
                  Employee's sole compensation for the services rendered
                  hereunder during the Term.

                  b.       Fringe Benefits

                           The Employee shall be eligible to participate in any
         fringe benefit programs or arrangements that are or may become
         available to the Employer's similarly situated management employees or
         officers, including by way of example: such stock option or incentive
         compensation programs that are commensurate with the responsibilities
         and functions to be performed by the Employee under this Agreement.

                  c.       Employee Benefits.

                           i)       Throughout the Term, the Employee shall be
                  entitled to participate in and receive the benefits of any
                  employee benefit plans potentially applicable to management
                  employees and officers of the Employer, in accordance with the
                  Employer's normal policies in effect from time to time.


                                       6
<PAGE>

                           ii)      Nothing in this Agreement precludes the
                  Employer from amending or terminating any of the plans or
                  programs applicable to the Employee if such amendment or
                  termination is applicable to substantially all similarly
                  situated management employees or officers.

                  d.       Vacation and Sick Leave.

                           During the Term, the Employee shall be entitled to
         absent himself voluntarily without loss of pay from performance of his
         employment with the Employer for vacation and for valid and legitimate
         health-related reasons. Such absences shall be administered in
         accordance with the vacation and/or sick leave practices of the
         Employer in relation to its officers.

         6.       Expenses. The Employee shall be reimbursed by the Employer
for all reasonable expenses incurred by him in furtherance of the performance of
his duties hereunder, in accordance with the expense reimbursement policies
adopted by the Employer from time to time and with sufficient record of such
expenses to comply with Internal Revenue Service Regulations. The Board may, in
its discretion, authorize the payment of an expense allowance to the Employee
for one or more categories of anticipated expenses.

         7.       Employee's Covenants.

                  a.       To the extent and subject to the limitations provided
in the following subsections of this Section 7 (whichever may be applicable) the
Employee hereby covenants as follows:

                           i)       Loyalty. During the Term, and except for
                  illnesses, reasonable vacation periods, and reasonable leaves
                  of absence, the Employee shall devote all his full business
                  time, attention, skill, and efforts to the faithful
                  performance of his duties hereunder. During the Term, the
                  Employee shall not engage in any business or activity contrary
                  to the business affairs or interests of the Employer.
                  Notwithstanding the foregoing, the Employee may engage in
                  activities relating to service on boards of directors of, and
                  hold any other offices or positions in, companies or
                  organizations, so long as such activities do not interfere
                  with the Employee's responsibilities to the Employer, nor
                  conflict with any interest with the Employer or any of its
                  subsidiaries or affiliates, or unfavorably affect the
                  performance of the Employees' duties pursuant to this
                  Agreement, or will not violate any applicable statute or
                  regulation AND are approved in advance by the Board.

                           ii)      Covenant Not to Compete.

                                    (1) Upon termination of the Employee's
                           employment hereunder for any reason other than the
                           expiration of the Term without renewal, and for a
                           period of six (6) months thereafter, the Employee
                           will not directly or indirectly, either as a
                           principal, agent, employee, employer, stockholder,
                           co-partner or in any other individual or
                           representative capacity whatsoever, engage anywhere
                           in the Area in a Competing


                                       7
<PAGE>

                           Business in the capacity of an employee having duties
                           and responsibilities similar to the duties and
                           responsibilities of the Employee under the terms of
                           this Agreement, except with the Employer's written
                           consent.

                                    (2) Notwithstanding anything herein to the
                           contrary, the Employee's small investment (less than
                           two percent (2%) of the issued and outstanding shares
                           or solely as a passive investor) in a Competing
                           Business that is publicly traded shall not be deemed
                           a violation of this Agreement. In addition, nothing
                           contained in this Section shall be deemed to prevent
                           or limit the Employee's right to invest in the
                           capital stock or other securities of any business
                           that is not a Competing Business.

                           iii)     Covenant of Nonsolicitation of Customers and
                  Depositors. Upon termination of the Employee's employment
                  hereunder and for a period of six (6) months thereafter, the
                  Employee will not directly or indirectly, either as a
                  principal, agent, employee, employer, stockholder, co-partner
                  or in any other individual or representative capacity
                  whatsoever, solicit, or assist any other person in so
                  soliciting, any depositors or customers of the Employer or its
                  Affiliates to make deposits in, borrow money from, or become
                  customers of any other financial institution conducting a
                  Competing Business, limited to such depositors or customers
                  with whom Employee has had material contact during the Term.

                           iv)      Covenant of Nonsolicitation of Employees.
                  Upon termination of the Employee's employment hereunder and
                  for a period of six (6) months thereafter, the Employee will
                  not directly or indirectly, either as a principal, agent,
                  employee, employer, stockholder, co-partner or in any other
                  individual or representative capacity whatsoever, induce any
                  employees to terminate their employment with Employer its
                  Affiliates.

                           v)       Covenant of Nondisparagement. The Employee
                  covenants that he shall refrain from making any negative,
                  derogatory, harassing, or disparaging statements concerning
                  the Employer, its officers and personnel, and its products or
                  services.

                           vi)      Covenant of Nondisclosure of Confidential
                  Information. During the Term of Employee's employment
                  hereunder and thereafter, and except as required by any court,
                  supervisory authority, or administrative agency or as may be
                  otherwise required by applicable law, the Employee shall not,
                  without the written consent of the Board of Directors of the
                  Employer or a person authorized thereby, disclose to any
                  person (other than his personal attorney, or an employee of
                  the Employer or an Affiliate, or a person to whom disclosure
                  is reasonably necessary or appropriate in connection with the
                  performance by the Employee of his duties as an employee of
                  the Employer) or utilize in conducting a business, any
                  confidential information obtained by him while in the employ
                  of Employer, unless such information has become a matter of
                  public knowledge at the time of such disclosure.


                                       8
<PAGE>

                  b.       Enforceability.

                           i)       The covenants contained in this Section
                  shall be construed and interpreted in any judicial proceeding,
                  including arbitration, to permit their enforcement to the
                  maximum extent permitted by law. The Employee agrees that the
                  restraints imposed herein are necessary for the reasonable and
                  proper protection of Employer and its Affiliates, and that
                  each and every one of the restraints is reasonable in respect
                  to activities restricted, length of time, and geographic area.
                  If any of the covenants stated in this Section 7 is too broad
                  in space or time to be enforceable, the parties request and
                  agree that it may be reduced to such lesser breadth as may be
                  necessary to make it enforceable.

                           ii)      If the Employee breaches any of the
                  covenants of this Section, any remaining payments due to the
                  Employee shall be forfeited, and the Employer will be
                  discharged from further performance under this Agreement.
                  Furthermore, the Employee indemnifies the Employer for costs
                  and losses caused by his breach of the covenants of this
                  Section, and the Employer may seek such legal or equitable
                  remedies as are available in relation to this breach.

                           iii)     The Employee acknowledges that damages at
                  law would not be a measurable or adequate remedy for breach of
                  the covenants contained in this Section and, accordingly,
                  Employee agrees to submit to the equitable jurisdiction of any
                  court of competent jurisdiction in connection with any action
                  to enjoin the Employee from violating any such covenants.

                           iv)      The covenants in this Section shall be
                  construed as independent of one another and as an agreement
                  independent of any other agreement between the parties.

                           v)       The existence of any claim or cause of
                  action of the Employee against the Employer, whether
                  predicated upon this Agreement or otherwise, shall not
                  constitute a defense to enforcement by the Employer of these
                  covenants.

         8.       Discharge and Termination.  Any termination described in this
Section 8 shall not affect the Employee's obligations under the covenants of
Section 7.

                  a.       Termination by Death. The Employee's employment under
         this Agreement shall terminate upon his death during the term of this
         Agreement.

                           i)       The Employer shall pay an amount equal to
                  the Base Annual Salary that the Employee accrued through the
                  date of death, plus an additional amount equal to the Base
                  Annual Salary that would have been otherwise payable to the
                  Employee (based on the rate of Base Annual Salary in effect on
                  the date of death) for the period beginning on the date of
                  death and ending on the last day of the month following the
                  month in which the Employee's death occurred. Such payment
                  shall be made through direct deposit to the Employee's bank
                  account (if such direct deposit procedure was authorized by
                  the Employee prior to his death for his normal payroll
                  amounts) or, if no such procedure was authorized by the


                                       9
<PAGE>

                  Employee, to the Employee's estate. The payment shall be made
                  as soon as administratively possible following the Employee's
                  death.

                           ii)      No further payments under Subparagraphs
                  5.a., 5.b., or 5.d. shall be payable by the Employer.

                           iii)     The Employee's death shall not terminate or
                  otherwise affect his rights (or the rights of his estate) to
                  amounts payable or accrued as of the date of death under the
                  terms of any Fringe Benefit Programs reflected under
                  Subparagraph 5.b. or payable or accrued under the terms of the
                  Employee Benefit Plans reflected under Subparagraph 5.c., or
                  to the reimbursement of accrued expenses under Paragraph 6,
                  except as outlined in such plans or programs.

                           iv)      Notwithstanding the foregoing, if the
                  Employee dies during the Protected Period after a Change in
                  Control has occurred, any payments that would have been
                  payable to the Employee under subparagraph 8.f. below will be
                  payable to the Employee's estate.

                  b.       Termination by Disability

                           i)       If an Employee becomes Disabled during the
                  Term, the Employer will continue to pay to the Employee the
                  Base Annual Salary outlined in Section 5.a. above until such
                  time as the Employee becomes eligible for payments under any
                  Disability Plan sponsored by the Employer (or, if sooner, the
                  Expiration Date). At such time, the Employer may terminate the
                  Employee's employment hereunder.

                           ii)      If the Employer terminates the Employee's
                  employment under this Section:

                                    (1) No further payments under Subparagraphs
                           5.a., 5.b., or 5.d. shall be payable by the Employer.

                                    (2) The Employee's Disability shall not
                           terminate or otherwise affect his rights to amounts
                           payable or accrued under the terms of any Fringe
                           Benefit Programs reflected under Subparagraph 5.b. or
                           payable or accrued under the terms of the Employee
                           Benefit Plans reflected under Subparagraph 5.c., or
                           to the reimbursement of accrued expenses under
                           Paragraph 6, except as outlined in such plans or
                           programs.

                           iii)     During the period the Employee is receiving
                  payments under this Agreement, as either regular Compensation
                  or as Disability payments, and as long as he is physically and
                  mentally able to do so, the Employee will furnish information
                  and assistance to the Employer and, from time to time until
                  the Employee's employment is terminated hereunder, will make
                  himself available to the Employer to undertake assignments
                  consistent with his prior position with the Employer and his
                  physical and mental health. The Employee is responsible for
                  reporting directly to the Board during this period of
                  Disability. If the Employer



                                       10
<PAGE>

                  fails to make a payment or provide a benefit required as part
                  of this Agreement, the Employee's obligation to provide
                  information and assistance will end.

                           iv)      If the Employee becomes Disabled after a
                  Change in Control and during the Protected Period, the
                  benefits payable under this Section 8.b shall not apply, and
                  the payments to the Employee shall be governed by Subsection
                  8.f. below.

                  c.       Termination by Expiration. Upon the Expiration Date
         without renewal or extension, this Agreement shall terminate, and all
         duties of the Employer and Employee shall be discharged, with the
         exception of the covenants of Section 7, under which the Employee will
         continue to be bound. The Termination hereunder shall not terminate or
         otherwise affect the Employee's rights to amounts payable or accrued
         under the terms of any Fringe Benefit Programs reflected under
         Subparagraph 5.b. or payable or accrued under the terms of the Employee
         Benefit Plans reflected under Subparagraph 5.c., or to the
         reimbursement of accrued expenses under Paragraph 6, except as outlined
         in such plans or programs. Payments to the Employee upon a Termination
         by Expiration during the Protected Period will be governed by
         Subsection 8.f. below.

                  d.       Termination by the Employee

                           i)       Retirement. The Employee may elect, with not
                  less than six (6) months prior written notice to the Board, to
                  retire from employment under the Agreement beginning on any
                  date after he attains age 59 1/2, provided that the Employee
                  continues his employment with the Employer until his
                  retirement date. Upon such retirement, both the Employer and
                  the Employee shall be discharged from further performance
                  under this Agreement, except:

                                    (1) The Employee will continue to be bound
                           by the covenants of Section 7;

                                    (2) All payments of the Employee's Base
                           Annual Salary that have accrued through the
                           Termination Date shall be paid to the Employee on the
                           payroll date following the Termination Date; and

                                    (3) The Employee's retirement shall not
                           terminate or otherwise affect his rights to amounts
                           payable or accrued under the terms of any Fringe
                           Benefit Programs reflected under Subparagraph 5.b. or
                           payable or accrued under the terms of the Employee
                           Benefit Plans reflected under Subparagraph 5.c., or
                           to the reimbursement of accrued expenses under
                           Paragraph 6, except as outlined in such plans or
                           programs.

                                    (4) If the Employee retires during the
                           Protected Period, payments under this Subsection
                           8.d.i) shall not apply, and payments to the Employee
                           shall be governed by Subsection 8.f. below.

                           ii)      For Good Reason. If the Employee terminates
                  employment with the Employer for Good Reason, then:


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<PAGE>

                                    (1) The Employee shall have no further
                           obligations under Sections 2 and 3 of this Agreement;

                                    (2) Any amount of the Employee's Base Annual
                           Salary that has accrued through the Termination Date
                           shall be paid to the Employee on the payroll date
                           following the Termination Date, plus (in the form of
                           periodic payments through the Expiration Date or, at
                           the Employee's option, in the form of a lump sum
                           payment within ten days after the Employee's
                           Termination Date) his Base Annual Salary from the
                           Employee's Termination Date through the later of: (a)
                           the Expiration Date; or (b) twelve (12) months from
                           the Termination Date; and

                                    (3) The Employer shall pay to the Employee
                           at the same time and in the same manner as the
                           payment under subparagraph (2) above an additional
                           amount equal to twenty-five percent (25%) of the
                           payment under subparagraph (2). Such additional
                           payment is intended to compensate the Employee for
                           the loss of benefits under the Employee Benefit Plans
                           caused by his termination of employment as of the
                           Termination Date. No further benefits shall accrue to
                           the Employee under Section 5.d. after the Termination
                           Date, other than those that had accrued through the
                           Termination Date and are payable under the terms of
                           such Plans, or those that are required by law
                           (including, but not limited to, rights to
                           continuation of health coverage under the
                           Consolidated Omnibus. Budget Reconciliation Act of
                           1985 ("COBRA")).

                                    (4) The Employee's termination shall not
                           terminate or otherwise affect his rights to amounts
                           payable or accrued under the terms of any Fringe
                           Benefit Programs reflected under Subparagraph 5.b. or
                           payable or accrued under the terms of the Employee
                           Benefit Plans reflected under Subparagraph 5.c., or
                           to the reimbursement of accrued expenses under
                           Paragraph 6, except as outlined in such plans or
                           programs.

                                    (5) If the Employee's Termination for Good
                           Reason occurs during the Protected Period, this
                           Subsection 8.d.ii) shall not apply, and payments to
                           the Employee shall be governed by Subsection 8.f.
                           below.

                           iii)     For Any Other Reason. If the Employee
                  terminates his employment with the Employer for any reason
                  other than Retirement or Good Reason, then:

                                    (1) All payments of Base Annual Salary that
                           have accrued through the Termination Date shall be
                           paid to the Employee on the payroll date following
                           the Termination Date;

                                    (2) No further payments under Subparagraphs
                           5.a., 5.b., or 5.d. shall be payable by the Employer;


                                       12
<PAGE>

                                    (3) The Employee's termination shall not
                           terminate or otherwise affect his rights to amounts
                           payable or accrued under the terms of any Fringe
                           Benefit Programs reflected under Subparagraph 5.b. or
                           payable or accrued under the terms of the Employee
                           Benefit Plans reflected under Subparagraph 5.c., or
                           to the reimbursement of accrued expenses under
                           Paragraph 6, except as outlined in such plans or
                           programs.

                  e.       Termination by Employer

                           i)       For Cause.

                                    (1) Upon a majority vote of the members of
                           the Compensation Committee and the Board that an
                           event has occurred under which the Employee's
                           employment under this Agreement is terminable for
                           Cause (a "Cause Event"), the Compensation Committee
                           shall issue a written notice to the Employee that he
                           is being terminated for Cause.

                                    (2) The Compensation Committee and the Board
                           have the sole discretion to determine whether an
                           Employee's conduct constitutes Cause. If the Employee
                           is a member of the Compensation Committee or the
                           Board, whichever is determining whether there is a
                           Cause Event, the decision to terminate the Employee's
                           employment for Cause shall be made by a majority of
                           the members of the Compensation Committee or Board,
                           without counting the vote of the Employee.

                                    (3) Upon Termination for Cause, the Employer
                           shall pay compensation and benefits as discussed
                           under Section 8.d.iii) above. Employee will be
                           obligated to indemnify the Employer in an amount
                           equal to all damages suffered by the Employer, if
                           any, resulting from the Cause of Employee's
                           termination.

                           ii)      Termination Without Cause. The Employer may
                  discharge the Employee at any time without Cause and, in that
                  event, the rights and obligations of the Employee and the
                  Employer shall be as set forth in Section 8.d.ii) (unless such
                  termination constitutes a Change in Control Termination under
                  this Agreement, in which case the provisions of Subsection
                  8.f. apply).

                  f.       Change in Control Termination

                           i)       Trigger Events for Change in Control
                  Benefit. The Employee shall be eligible for the Change in
                  Control Benefit set forth in Subsection (ii) hereof if:

                                    (1) The Employee voluntarily terminates
                           employment for any reason during the 30-day period
                           beginning on the date on which a Change in Control
                           occurs;


                                       13
<PAGE>

                                    (2) The Employee voluntarily terminates
                           employment for any reason during the thirty (30) day
                           period beginning on the one-year anniversary of the
                           date on which a Change in Control occurs;

                                    (3) The Employee voluntarily terminates
                           employment within ninety (90) days of an event that
                           both occurs during the Protected Period and
                           constitutes Good Reason;

                                    (4) The Employer or its successor(s) in
                           interest terminate the Employee's employment during
                           the Protected Period without his written consent and
                           for any reason other than for Cause; or

                                    (5) The Employee dies or becomes Disabled
                           after a Change in Control during the Protected
                           Period.

                           ii)      Amount of Change in Control Benefit. Upon
                  the occurrence of a Trigger Event, the Employer shall pay the
                  Employee a severance payment equal to:

                                    (1) three (3) times the total of:

                                        (A) the amount of Base Salary, as
                                    defined under Section 5.a. above (and as in
                                    effect as of the day before the Change in
                                    Control), plus

                                        (B) the average of any short-term
                                    incentive compensation earned by the
                                    Employee (including any amount of such
                                    compensation that the Employee elected to
                                    defer to any qualified or nonqualified
                                    deferred compensation plan) in the three (3)
                                    calendar years preceding the calendar year
                                    in which the Change in Control occurred;
                                    plus

                                    (2) the amount of any target short-term
                           incentive compensation for the year of the Change in
                           Control (as determined under any such program in
                           effect and applicable to the Employee for the year of
                           the Change in Control), times a fraction, the
                           numerator of which is the number of months in the
                           fiscal year of Eagle Bancshares, Inc. prior to the
                           Change in Control (including the month of the change
                           in Control if it was effective as of the fifteenth
                           (15th) day of the month or later), and the
                           denominator of which is twelve (12).

                           iii)     Other Amounts Payable on Change in Control.

                                    (1) In addition to this Change in Control
                           Benefit, the Employee is entitled to amounts payable
                           equal to those described in Section 8.d.iii).

                                    (2) In order to compensate the Employee for
                           the loss of benefits under the Employee Benefit Plans
                           caused by his termination of


                                       14
<PAGE>

                           employment in connection with the Change in Control,
                           for each calendar year during the Protected Period
                           following the Change in Control, the Employer will
                           pay to the Employee an additional amount equal to
                           twenty-five percent (25%) of the Employee's Base
                           Annual Salary as of the day before the Change in
                           Control. This amount shall be payable on each January
                           31st after the Change in Control and during the
                           Protected Period. Notwithstanding the foregoing, the
                           Employee may elect to have the total of all the
                           payments under this Subsection 8.f.iii) paid to him
                           in one lump sum on the January 31st following the
                           Change in Control date.

                           iv)      Form of Payment of Change in Control
                  Benefit. The Change in Control Benefit shall be paid in one
                  lump sum within ten (10) days of the later of (A) the date of
                  the Change in Control; or (B) the Employee's last day of
                  employment with the Employer.

                           v)       Modification of Change in Control Benefit
                  for Excess Parachute Payments. If:

                                    (1) the amount of the Change in Control
                           Benefit is determined by the External Auditor to be a
                           "parachute payment" under Code Section 280G(b)(2);
                           and

                                    (2) the External Auditor determines that the
                           Change in Control Benefit, when added to any other
                           amounts paid by the Employer to the Employee in
                           relation to a Change in Control, would result in the
                           imposition of a tax on the Change in Control Benefit
                           under Code Section 4999,

                  the Employer will pay an additional "gross-up" amount equal to
                  the sum of the excise tax due under Code Section 4999 in
                  relation to the Change in Control Benefit, plus the income and
                  other taxes due in relation to the additional payment, as such
                  amount is determined by the External Auditor. For purposes of
                  this Section, the term "External Auditor" means the external
                  auditing firm that prepared the most recent audited financial
                  statements for Eagle Bancshares, Inc. prior to the Change in
                  Control.

                  g.       Termination or Suspension Under Federal Law.

                           i)       If the Employee is removed and/or
                  permanently prohibited from participating in the conduct of
                  the Employer's affairs by an order issued under Sections
                  8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act
                  ("FDIA") (12 U.S.C. 1818(e)(4) or 8(g)(1)), the Employee's
                  employment will terminate as of the effective date of such
                  order, and the provisions of Subsection 8.e.i) shall apply.

                           ii)      If the Employer is in default (as defined in
                  Section 3(x)(1) of the FDIA), the Employee's employment will
                  terminate as of such default, and the provisions of Subsection
                  8.e.i) shall apply.


                                       15
<PAGE>

                           iii)     If a notice served under Section 8(e)(3) or
                  Section 8(g)(1) of the FDIA suspends and/or temporarily
                  prohibits the Employee from participating in the conduct of
                  the Employer's affairs, the Employer's obligations under this
                  Agreement shall be suspended as of the date of such notice,
                  unless stayed by appropriate proceedings. If the charges in
                  the notice are dismissed, the Employer may, at its discretion:

                                    (1) Pay the Employee all or part of the
                           compensation withheld while its Agreement obligations
                           were suspended, and

                                    (2) Reinstate (in whole or in part) any of
                           its obligations that were suspended.

                           iv)      Any payments made to the Employee pursuant
                  to this Agreement or otherwise are subject to and conditioned
                  upon their compliance with both 12 U.S.C. Section 1828(k) and
                  any regulations promulgated thereunder and Regulatory Bulletin
                  27A, but only to the extent required thereunder on the date
                  any payment is required pursuant to this Agreement.

                  h.       No Mitigation. The Employee is not required to
         mitigate the amount of any payment provided for in this Agreement by
         seeking other employment or otherwise, and no such payment shall be
         offset or reduced by the amount of any compensation or benefits
         provided to the Employee in any subsequent employment. Notwithstanding
         the foregoing, the payment of any compensation amounts under this
         Section to the Employee after his Termination Date for any reason other
         than Retirement or Death shall be conditioned on the Employee's
         resignation as a member of the Board (and of the boards of directors of
         any Affiliate).

         9.       Arbitration of Disputes. In the event of any dispute or claim
relating to or arising out of this Agreement, such dispute shall be fully,
finally and exclusively resolved by a panel of three neutral arbitrators to be
mutually agreed upon by the parties. Such arbitration will be decided under the
employment dispute resolution rules of the American Arbitration Association and
will be held in DeKalb County, Georgia. If the parties cannot agree upon such
arbitrators within twenty (20) days after submission of a party's request for
arbitration in writing, the arbitrators will be selected in accordance with the
procedures of the American Arbitration Association. The parties agree that the
existence, content and result of any arbitration proceeding shall be
confidential, except to the extent that the Employer determines it is required
to disclose such matters in accordance with applicable laws. EMPLOYEE IS
REQUIRED TO INITIAL HERE: /s/ BCP  EMPLOYER IS REQUIRED TO INITIAL HERE:
/s/ CJS

         10.      Miscellaneous.

                  a.       Governing Law. This Agreement shall be governed by
         and construed in accordance with the laws of the State of Georgia
         without regard to conflicts of law principles thereof.

                  b.       Entire Agreement. This Agreement constitutes the
         entire Agreement between Employee and Employer with respect to the
         subject matter hereof and, as of the


                                       16
<PAGE>

         Effective Date, shall supersede in their entirety any and all prior
         oral or written agreements, understandings or arrangements between
         Employee and Employer or its Affiliates relating to the terms of
         Employee's employment, including without limitation the Employment
         Agreement entered into by Employee and Employer dated June 1, 1997. All
         such agreements, understandings and arrangements are terminated and are
         of no force and effect as of the Effective Date. Employee hereby
         expressly disclaims any rights under any prior agreements,
         understandings and arrangements. This Agreement may not be amended or
         terminated except by an agreement in writing signed by both parties or
         pursuant to the terms of this Agreement.

                  c.       Indemnification. The Employer agrees that its Bylaws
         shall continue to provide for the indemnification of directors,
         officers, employees, and agents of the Employer, including the
         Employee, during the full Term.

                  d.       Counterparts. This Agreement may be executed in one
         or more counterparts, all of which, taken together, shall constitute
         one and the same instrument.

                  e.       Enforcement. The provisions of this Agreement shall
         be deemed severable, and the invalidity or unenforceability of any
         provision shall not affect the validity or enforceability of the other
         provisions hereof. It is understood and agreed that no failure or delay
         by Employer or Employee in exercising any right, power or privilege
         under this Agreement shall operate as a waiver thereof, nor shall any
         single or partial exercise thereof preclude any other or further
         exercise thereof or the exercise of any other right, power or privilege
         hereunder.

                  f.       Assignment and Attachment.

                           i)       By the Employer. This Agreement may not be
                  assigned by Employer, provided that this Agreement shall inure
                  to the benefit of and be binding upon any corporate or other
                  successor of the Employer, which shall acquire, directly or
                  indirectly, by merger, consolidation, purchase, or otherwise,
                  all or substantially all of the assets or stock of the
                  Employer.

                           ii)      By the Employee. Since the Employer is
                  contracting for the unique and personal skills of the
                  Employee, the Employee shall be precluded from assigning or
                  delegating his rights or duties hereunder without first
                  obtaining the written consent of the Employer. However,
                  nothing in this paragraph shall preclude:

                                    (1) The Employee from designating a
                           beneficiary to receive any benefit payable hereunder
                           upon his death; or

                                    (2) The executors, administrators, or other
                           legal representatives of the Employee or his estate
                           from assigning any rights hereunder to the person or
                           persons entitled hereunder.

                           iii)     Attachment. Except as required by law, no
                  right to receive payments under this Agreement shall be
                  subject to anticipation, commutation,


                                       17
<PAGE>

                  alienation, sale, assignment, encumbrance, charge, pledge, or
                  hypothecation or to exclusion, attachment, levy, or similar
                  process or assignment by operation of law, and any attempt,
                  voluntary or involuntary, to effect any such action shall be
                  null, void, and of no effect.

                  g.       Amendments. No amendments, additions, or deletions to
         this Agreement shall be binding unless made in writing and signed by
         all of the parties, except as herein otherwise specifically provided.

                  h.       Severability. The invalidity or unenforceability of
         any provision of this Agreement shall not affect the validity or
         enforceability of any other provision of this Agreement.

                  i.       Binding Agreement. This Agreement shall be binding
         on any successors or assigns of either party hereto.

                  j.       Employment by Affiliates. For purposes of this
         Agreement, employment of the Employee by any Affiliate shall be deemed
         to be employment by the Employer hereunder, and a transfer of
         employment of the Employee from one such Affiliate to another shall not
         be deemed to be a termination of employment of the Employee by the
         Employer or a cessation of the Term, it being the intention of the
         parties hereto that employment of the Employee by any Affiliate shall
         be treated as employment by the Employer and that the provisions of
         this Agreement shall continue to be fully applicable following any such
         transfer. References herein to the "Employer" shall mean any such
         Affiliate that employs the Employee.

                  k.       Notices. Any notice or other communication required
         or permitted under this Agreement shall be effective only if it is in
         writing and delivered in person or by nationally recognized overnight
         courier service or deposited in the mails, postage prepaid, return
         receipt requested, addressed as follows:

                           To Employer:

                           Eagle Bancshares, Inc.
                           Post Office Box 86
                           Tucker, Georgia  30084
                           Attention:       Human Resource Director

                           To Employee:

                           BETTY C. PETRIDES
                           3130 BRISCOE ROAD
                           LOGANVILLE, GEORGIA  30249

                  Notices given in person or by overnight courier service shall
         be deemed given when delivered in person or when delivered to the
         courier addressed to the address required by this Section, and notices
         given by mail shall be deemed given three days after


                                       18
<PAGE>

         deposit in the mails. Any party hereto may designate by written notice
         to the other party in accordance herewith any other address to which
         notices addressed to him shall be sent.

                  l.       Policies and Procedures of the Employer: The Employee
         has signed an acknowledgement that he has read, understands and has a
         received a copy of the Employee Handbook containing the policies in
         effect at the Employer. The Employee understands that he is expected to
         fully and completely comply with all policies as established, and from
         time to time amended by the Board of Directors of the Employee.

         11.      Certification by Employee. THE EMPLOYEE CERTIFIES THAT THE
EMPLOYEE HAS READ THE ENTIRE CONTENTS OF THIS AGREEMENT BEFORE THE EMPLOYEE
SIGNED THIS AGREEMENT; THAT THE EMPLOYEE WAS ENCOURAGED AND AFFORDED SUFFICIENT
OPPORTUNITY BY THE CORPORATION TO OBTAIN INDEPENDENT LEGAL ADVICE PRIOR TO THE
EMPLOYEE'S EXECUTION OF THIS AGREEMENT; THAT THE EMPLOYEE FULLY UNDERSTANDS ALL
THE TERMS, CONDITIONS AND PROVISIONS SET FORTH IN THIS AGREEMENT, PARTICULARLY
INCLUDING, BUT NOT LIMITED TO, THE EMPLOYEE'S FIDUCIARY AND CONFIDENTIAL
RELATIONSHIP WITH THE CORPORATION AND THE EMPLOYEE'S RESTRICTIVE COVENANTS AND
AGREEMENTS, AND THAT THE EMPLOYEE ACKNOWLEDGES THAT EACH SAID TERM, CONDITION
AND PROVISION IS NECESSARY TO PROTECT THE CORPORATION'S LEGITIMATE INTERESTS AND
IS FAIR AND REASONABLE INSOFAR AS IT PERTAINS TO THE EMPLOYEE; THAT THE EMPLOYEE
HAS RECEIVED A COPY OF THIS AGREEMENT AS SIGNED BY THE EMPLOYEE; AND THAT THE
EMPLOYEE BEING BOUND BY THIS AGREEMENT IS A CONDITION PRECEDENT TO THE
CORPORATION'S EXECUTION HEREOF.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


                                     "EMPLOYER"
                                     EAGLE BANCSHARES, INC.


                                     By:     /s/ C. J. Sechler, Jr.
                                        -----------------------------------
                                     Name:   C. J. Sechler, Jr.
                                          ---------------------------------
                                     Title:  Chairman
                                          ---------------------------------



                                    "EMPLOYEE"
                                    BETTY C. PETRIDES

                                             /s/ Betty C. Petrides
                                    ---------------------------------------




                                       19

</TEXT>
</DOCUMENT>
