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                                                                   EXHIBIT 10.19

                 DIRECTORS DELAYED COMPENSATION PLAN AGREEMENT


     THIS AGREEMENT, made and entered into this 26/th/ day of October, 1999 by
and between Community Trust Bank, a Bank organized and existing under the laws
of the State of Georgia, (hereinafter referred to as the, "Bank"), and Tommie R.
Graham, Jr. a former member of the Board of Directors of the Bank (hereinafter
referred to as the, "Director") and a present member of the Board of Directors
of Community Trust Financial Services Corporation (hereinafter referred to as,
"CTFSC"), the Bank's parent company.

                                  WITNESSETH:

     WHEREAS, it is the consensus of the Board of Directors of the Bank
(hereinafter referred to as the, "Board") that the Director's services to the
Bank in the past have been of exceptional merit and have constituted an
invaluable contribution to the general welfare of the Bank and in bringing it to
its present status of operating efficiency, and its present position in its
field of activity;

     WHEREAS, the Director continues to provide service to the Bank by the
Director's service on the Board of Directors of CTFSC;

     WHEREAS, it is the desire of the Bank that the Director's past services be
rewarded as herein provided;

     ACCORDINGLY, it is the desire of the Bank and the Director to enter into
this agreement under which the Bank will agree to make certain payments to the
Director at retirement or the Director's beneficiary(ies) in the event of the
Director's death pursuant to this Agreement;

     FURTHERMORE, it is the intent of the parties hereto that this Directors
Delayed Compensation Plan Agreement be considered an unfunded arrangement
maintained primarily to provide supplemental retirement benefits for the
Director, and to be considered a non-qualified benefit plan for purposes of the
Employee Retirement Security Act of 1974, as amended ("ERISA").  The Director is
fully advised of the Bank's financial status and has had substantial input in
the design and operation of this benefit plan; and

     NOW, THEREFORE, in consideration of services performed in the past as well
as of the mutual promises and covenants herein contained it is agreed as
follows:
<PAGE>

I.   SERVICE

     The Director has served the Bank in such capacity and with such duties and
     responsibilities as were assigned, and with such compensation as were
     determined from time to time by the Board of Directors of the Bank and
     continues to serve the Bank by the Director's membership on the CTFSC
     Board.

II.  FRINGE BENEFITS

     The fee continuation benefits provided by this agreement are granted by the
     Bank as a fringe benefit to the Director and are not part of any fee
     reduction plan or an arrangement deferring a bonus or a fee increase.  The
     Director has no option to take any current payment or bonus in lieu of
     these fee continuation benefits except as set forth hereinafter.

III. RETIREMENT DATE

     If the Director continuously serves the Bank through the Director's
     membership on the CTFSC Board, the Director begin receiving the benefits
     set forth herein thirty (30) days following the Director's sixty-fifth
     (65th) birthday, or thirty (30) days following the Director's actual
     retirement date, whichever event shall last occur.  Notwithstanding the
     foregoing, the Director shall retire on or before attaining age seventy
     (70).

IV.  RETIREMENT BENEFIT AND POST-RETIREMENT DEATH BENEFIT

     Upon said retirement, commencing thirty (30) days following the Director's
     sixty-fifth (65/th/) birthday or commencing thirty (30) days following the
     Director's actual retirement date, whichever event shall last occur, the
     Bank shall pay the Director an annual benefit equal to twenty-two thousand
     one hundred and eighty-two dollars and No/00ths ($ 22,182.00) for a period
     of five (5) years, provided that if less than five (5) such annual payments
     have been made prior to the death of the Director, the Bank shall either,
     at the discretion of the Bank, continue such annual payments to the
     individual or individuals the Director may have designated in writing and
     filed with the Bank until the full number of five (5) annual payments have
     been made, or make the total amount of said payment due in a lump sum
     discounted to present value as set forth in Subparagraph XI (K) to said
     beneficiary(ies). In the absence of any effective designation of
     beneficiary, any such amounts becoming due and payable upon the death of
     the Director shall be payable to the duly qualified executor or
     administrator of the Director's estate. Said payments due hereunder shall
     begin the first day of the second month following the decease of the
     Director.  Provided, however, that anything hereinabove to the contrary
     notwithstanding, no death benefit shall be payable hereunder if the
     Director commits suicide on or before the 26/th/ day of October, 2001.

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V.    DEATH BENEFIT PRIOR TO RETIREMENT

      In the event the Director should die while actively serving the Bank or
      CTFSC at any time after the date of this Agreement but prior to the
      Director attaining the age of sixty-five (65) years, the Bank will pay an
      annual benefit as set forth in Paragraph IV in either, at the discretion
      of the Bank, a lump sum discounted to present value as set forth in
      Subparagraph XI (K) or annual payments for a period of five (5) years to
      such individual or individuals as the Director may have designated in
      writing and filed with the Bank. In the absence of any effective
      designation of beneficiary, any such amounts becoming due and payable upon
      the death of the Director shall be payable to the duly qualified executor
      or administrator of the Director's estate. Said payments due hereunder
      shall begin the first day of the second month following the decease of the
      Director. Provided, however, that anything hereinabove to the contrary
      notwithstanding, no death benefit shall be payable hereunder if the
      Director commits suicide on or before the 26/th/ day of October, 2001.


VI.   BENEFIT ACCOUNTING

      The Bank shall account for this benefit using the regulatory accounting
      principles of the Bank's primary federal regulator.  The Bank shall
      establish an accrued liability retirement account for the Director into
      which appropriate reserves shall be accrued.

VII.  VESTING

      The Director shall be one hundred percent vested in the benefits that are
      the subject of this Agreement.

VIII. OTHER TERMINATION OF SERVICE

      Subject to Subparagraph VIII (i) hereinbelow, in the event that the
      service of the Director with CTFSC shall terminate prior to retirement
      from active service, as provided in Paragraph III, by the Director's
      voluntary action, or by the Director's discharge by CTFSC without cause,
      then the Bank shall pay to the Director an annual benefit as set forth in
      Paragraph IV. This annual benefit shall commence the first day of the
      month following the month in which the Director attains age sixty-five
      (65).

      In the event the Director's death should occur prior to the Director
      receiving the full benefit as set forth in this Paragraph VIII, an benefit
      due, or a lump sum discounted to present value as set forth in
      Subparagraph XI (K), at the discretion of the Bank, shall be paid to such
      individual or individuals as the Director may have designated in writing
      and filed with the Bank. In the absence of any effective designation of
      beneficiary, any such amounts shall be payable to the duly

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      qualified executor or administrator of the Director's estate. Said
      payments due hereunder shall begin the first day of the second month
      following the decease of the Director. Provided, however, that anything
      hereinabove to the contrary notwithstanding, no death benefit shall be
      payable hereunder if the Director commits suicide on or before the 26/th/
      day of October, 2001.

          (i)  Discharge for Cause:  In the event the Director shall be
               -------------------
          discharged from service with CTFSC for cause at any time, all benefits
          provided herein shall be forfeited.  The term for "cause" shall mean
          any of the following that result in an adverse effect on CTFSC or the
          Bank: (i) gross negligence or gross neglect; (ii) the commission of a
          felony or gross misdemeanor involving moral turpitude, fraud, or
          dishonesty; (iii) the willful violation of any law, rule, or
          regulation (other than a traffic violation or similar offense); (iv)
          an intentional failure to perform stated duties; or (v) a breach of
          fiduciary duty involving personal profit.  If a dispute arises as to
          discharge for "cause", such dispute shall be resolved by arbitration
          as set forth in this Directors Delayed Compensation Plan Agreement.

IX.  CHANGE OF CONTROL

     Change of Control shall be deemed to be the cumulative transfer of more
     than fifty percent (50%) of the voting stock of CTFSC from the date of this
     Agreement.  For the purposes of this Agreement, transfers on account of
     deaths or gifts, transfers between family members or transfers to a
     qualified retirement plan maintained by CTFSC shall not be considered in
     determining whether there has been a change in control.  Upon a Change of
     Control, if the Director subsequently suffers a Termination of Service
     (voluntary or involuntary), except for cause, then the Director shall
     receive the benefits as set forth in Paragraph VIII herein.

X.   RESTRICTIONS ON FUNDING

     The Bank shall have no obligation to set aside, earmark or entrust any fund
     or money with which to pay its obligations under this Directors Delayed
     Compensation Plan Agreement. The Directors, their beneficiary(ies), or any
     successor in interest shall be and remain simply a general creditor of the
     Bank in the same manner as any other creditor having a general claim for
     matured and unpaid compensation.

     The Bank reserves the absolute right, at its sole discretion, to either
     fund the obligations undertaken by this Directors Delayed Compensation Plan
     Agreement or to refrain from funding the same and to determine the extent,
     nature and method of such funding. Should the Bank elect to fund this
     Directors Delayed Compensation Plan Agreement, in whole or in part, through
     the purchase of life insurance, mutual funds, disability policies or
     annuities, the Bank reserves the absolute right, in its sole discretion, to
     terminate such funding at any time, in whole or in part. At no time shall
     any Director be deemed to have any lien nor

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     right, title or interest in or to any specific funding investment or to any
     assets of the Bank.

     If the Bank elects to invest in a life insurance, disability or annuity
     policy upon the life of the Director, then the Director shall assist the
     Bank by freely submitting to a physical exam and supplying such additional
     information necessary to obtain such insurance or annuities.

XI.  MISCELLANEOUS

     A.   Alienability and Assignment Prohibition:
          ---------------------------------------

          Neither the Director, nor the Director's surviving spouse, nor any
          other beneficiary(ies) under this Directors Delayed Compensation Plan
          Agreement shall have any power or right to transfer, assign,
          anticipate, hypothecate, mortgage, commute, modify or otherwise
          encumber in advance any of the benefits payable hereunder nor shall
          any of said benefits be subject to seizure for the payment of any
          debts, judgments, alimony or separate maintenance owed by the Director
          or the Director's beneficiary(ies), nor be transferable by operation
          of law in the event of bankruptcy, insolvency or otherwise.  In the
          event the Director or any beneficiary attempts assignment,
          commutation, hypothecation, transfer or disposal of the benefits
          hereunder, the Bank's liabilities shall forthwith cease and terminate.

     B.   Binding Obligation of the Bank and any Successor in Interest:
          ------------------------------------------------------------

          The Bank shall not merge or consolidate into or with another bank or
          sell substantially all of its assets to another bank, firm or person
          until such bank, firm or person expressly agrees, in writing, to
          assume and discharge the duties and obligations of the Bank under this
          Directors Delayed Compensation Plan Agreement.  This Directors Delayed
          Compensation Plan Agreement shall be binding upon the parties hereto,
          their successors, beneficiaries, heirs and personal representatives.

     C.   Amendment or Revocation:
          -----------------------

          It is agreed by and between the parties hereto that, during the
          lifetime of the Director, this Directors Delayed Compensation Plan
          Agreement may be amended or revoked at any time or times, in whole or
          in part, by the mutual written consent of the Director and the Bank.

     D.   Gender:
          ------

          Whenever in this Directors Delayed Compensation Plan Agreement words
          are used in the masculine or neuter gender, they shall be read and

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          construed as in the masculine, feminine or neuter gender, whenever
          they should so apply.

     E.   Effect on Other Benefit Plans of the Bank or CTFSC:
          --------------------------------------------------

          Nothing contained in this Directors Delayed Compensation Plan
          Agreement shall affect the right of the Director to participate in or
          be covered by any qualified or non-qualified pension, profit-sharing,
          group, bonus or other supplemental compensation or fringe benefit plan
          constituting a part of the Bank's or CTFSC's existing or future
          compensation structure.

     F.   Headings:
          --------

          Headings and subheadings in this Directors Delayed Compensation Plan
          Agreement are inserted for reference and convenience only and shall
          not be deemed a part of this Directors Delayed Compensation Plan
          Agreement.

     G.   Applicable Law:
          --------------

          The validity and interpretation of this Agreement shall be governed by
          the laws of the State of Georgia.

     H.   12 U.S.C. (S) 1828(k):
          ---------------------

          Any payments made to the Director pursuant to this Directors Delayed
          Compensation Plan Agreement, or otherwise, are subject to and
          conditioned upon their compliance with 12 U.S.C. (S) 1828(k) or any
          regulations promulgated thereunder.

     I.   Partial Invalidity:
          ------------------

          If any term, provision, covenant, or condition of this Directors
          Delayed Compensation Plan Agreement is determined by an arbitrator or
          a court, as the case may be, to be invalid, void, or unenforceable,
          such determination shall not render any other term, provision,
          covenant, or condition invalid, void, or unenforceable, and the
          Directors Delayed Compensation Plan Agreement shall remain in full
          force and effect notwithstanding such partial invalidity.

     J.   Continuation as Director:
          ------------------------

          Neither this Agreement nor the payments of any benefits thereunder
          shall be construed as giving to the Director any right to be retained
          as a member of the Board of Directors of CTFSC.

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      K.  Present Value:
          -------------

          All present value calculations under this Agreement shall be based on
          the following interest rate:

          Interest Rate:  The interest rate of 30-year Treasury securities
                          published by the Board of Directors of the Federal
                          Reserve System for the month immediately preceding the
                          month in which the present value is determined.


XII.  ERISA PROVISION

      A.  Named Fiduciary and Plan Administrator:
          --------------------------------------

          The "Named Fiduciary and Plan Administrator" of this Directors Delayed
          Compensation Plan Agreement shall be Community Trust Bank until its
          resignation or removal by the Board.  As Named Fiduciary and Plan
          Administrator, the Bank shall be responsible for the management,
          control and administration of the Directors Delayed Compensation Plan
          Agreement.  The Named Fiduciary may delegate to others certain aspects
          of the management and operation responsibilities of the Directors
          Delayed Compensation Plan Agreement including the employment of
          advisors and the delegation of ministerial duties to qualified
          individuals.

     B.   Claims Procedure and Arbitration:
          --------------------------------

          In the event a dispute arises over benefits under this Directors
          Delayed Compensation Plan Agreement and benefits are not paid to the
          Director (or to the Director's beneficiary(ies) in the case of the
          Director's death) and such claimants feel they are entitled to receive
          such benefits, then a written claim must be made to the Named
          Fiduciary and Plan Administrator named above within sixty (60) days
          from the date payments are refused.  The Named Fiduciary and Plan
          Administrator shall review the written claim and if the claim is
          denied, in whole or in part, they shall provide in writing within
          sixty (60) days of receipt of such claim its specific reasons for such
          denial, reference to the provisions of this Directors Delayed
          Compensation Plan Agreement upon which the denial is based and any
          additional material or information necessary to perfect the claim.
          Such written notice shall further indicate the additional steps to be
          taken by claimants if a further review of the claim denial is desired.
          A claim shall be deemed denied if the Named Fiduciary and Plan
          Administrator fails to take any action within the aforesaid sixty-day
          period.

          If claimants desire a second review they shall notify the Named
          Fiduciary and Plan Administrator in writing within sixty (60) days of
          the first claim

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          denial. Claimants may review this Directors Delayed Compensation Plan
          Agreement or any documents relating thereto and submit any written
          issues and comments it may feel appropriate. In its sole discretion,
          the Named Fiduciary and Plan Administrator shall then review the
          second claim and provide a written decision within sixty (60) days of
          receipt of such claim. This decision shall likewise state the specific
          reasons for the decision and shall include reference to specific
          provisions of the Plan Agreement upon which the decision is based.

          If claimants continue to dispute the benefit denial based upon
          completed performance of this Directors Delayed Compensation Plan
          Agreement or the meaning and effect of the terms and conditions
          thereof, then claimants may submit the dispute to an Arbitrator for
          final arbitration.  The Arbitrator shall be selected by mutual
          agreement of the Bank and the claimants.  The Arbitrator shall operate
          under any generally recognized set of arbitration rules.  The parties
          hereto agree that they and their heirs, personal representatives,
          successors and assigns shall be bound by the decision of such
          Arbitrator with respect to any controversy properly submitted to it
          for determination.

          Where a dispute arises as to CTFSC's discharge of the Director for
          "cause", such dispute shall likewise be submitted to arbitration as
          above-described and the parties hereto agree to be bound by the
          decision thereunder.

XIII.  TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW,
       RULES OR REGULATIONS

       The Bank is entering into this Agreement upon the assumption that certain
       existing tax laws, rules and regulations will continue in effect in their
       current form. If any said assumptions should change and said change has a
       detrimental effect on this Directors Delayed Compensation Plan Agreement,
       then the Bank reserves the right to terminate or modify this Agreement
       accordingly. Upon a Change of Control (Paragraph IX), this paragraph
       shall become null and void effective immediately upon said Change of
       Control.

         IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Agreement and executed the original thereof on the 26/th/
day of October, 1999 and that, upon execution, each has received a conforming
copy.

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                                            COMMUNITY TRUST BANK
                                               Hiram, Georgia



/s/ Valerie F.Pace                         By:  /s/ T. E. Durham, Jr.    SVP
----------------------------------             --------------------------------
Witness                                                                 Title


/s/ Valerie F. Pace                        /s/ Tommie R. Graham, Jr.
----------------------------------             --------------------------------
Witness                                        Tommie R. Graham, Jr.

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