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                                  Exhibit 10(o)


Golden Isles
Financial Holdings, Inc.

                                December 26, 1996


Mr. James T. Layman
137 Laurel Grove Road
Brunswick, GA 31523

Dear Jim:

        The purpose of this letter is to place in writing the terms and
conditions of your employment with First Credit Service Corporation. This letter
replaces and supersedes any previous written or oral agreements between us and
you.

        1. Your position will remain as President/CEO of First Credit Service
Corporation, with responsibility for the entire finance company operation. You
will remain a member of the First Credit Service Corporation Board.

        2. Your salary will remain at a level of $95,000 per year, subject to
possible annual increases as deemed appropriate by the Executive Committee of
the First Credit Service Corporation Board. Your base salary will be reviewed
annually at each year end.

        3. You will receive a bonus based on pre-tax profit 4% of the bottom
line. You will also receive a 4% bonus on insurance sales production on all
personal property, auto, AD&D, and car club. Stock options will be awarded based
on cash bonus by dividing stock value into cash bonus (example: if bonus is
$8000.00 and Board approves the option price of $6.00, you will receive 1333
shares of stock as an option, with a minimum of 1000 per year).

        4. You will continue to receive all benefits outlined in the personnel
policy manual, such as vacation, major medical benefits and the use of a company
vehicle.

        5. This agreement is effective through December 31, 2001. This
agreement may be modified at any time by mutual consent of both parties.

        6. In the event the Company is sold or other management is put in
place, your contract will still be in force and effect and you will still be
employed under the same terms contained herein.

        7. If you are terminated for cause, this contract will become null and
void and you will receive no further compensation or benefits beyond your
termination date. Termination for cause is defined as theft, misappropriation of
funds, employee harassment which is protected by law, or other acts involving
moral turpitude.

        8. Your title from President and/or Chief Executive Officer may be
changed without constituting a breach of this contract. However, if your
responsibilities are changed such that you are no longer considered part of
senior management, you may deem this contract to have been breached.

        9. In the event you are terminated or otherwise leave the employment
of the Company under such circumstances by which you are entitled to receive
compensation under this Agreement, that compensation will be limited solely to a
continuation of your base salary of $95,000 per year, payable monthly, until the
expiration date of this contract, which is December 31, 2001.

        10. This agreement is signed with specific approval by the Board of
Directors of First Credit Service Corporation, adopted at a meeting on December
3, 1996.



                                              /s/ J. Thomas Whelchel
                                              ----------------------------------
                                              J. Thomas Whelchel
                                              Vice Chairman
                                              Interim Chief Executive Officer

AGREED TO AND APPROVED:


/s/ James T. Layman                      
--------------------------------
James T. Layman