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                                                                 EXHIBIT 10.3.2



                    FORM OF INCENTIVE STOCK OPTION AGREEMENT
                PURSUANT TO THE 1983 INCENTIVE STOCK OPTION PLAN

                      COTTON STATES LIFE INSURANCE COMPANY
                        INCENTIVE STOCK OPTION AGREEMENT


         This Incentive Stock Option Agreement ("Agreement"), dated as of
____________, (the "Date of Grant"), is made and entered into by COTTON STATES
LIFE INSURANCE COMPANY, a Georgia corporation (the "Company"), and <<Name>>
(the "Grantee"), who is an employee or officer of the Company or one of its
subsidiaries.

         WHEREAS, the Board of Directors of the Company (the "Board") has
adopted the Cotton States Life and Health Insurance Company 1983 Incentive
Stock Option Plan, as amended, (the "Plan") and the shareholders of the Company
have approved the Plan.

         WHEREAS, the Plan provides for the granting of incentive stock options
by the Compensation Committee of the Board (the "Committee") to key employees
of the Company or any subsidiary of the Company to purchase shares of the
common stock of the Company, par value One Dollar ($1.00) per share (the
"Stock"), in accordance with the terms and provisions thereof; and

         WHEREAS, the Committee considers the Grantee to be a person who is
eligible for a grant of incentive stock options under the Plan and has
determined that it would be in the best interest of the Company to grant the
incentive stock options documented herein.

         NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:

         1.       GRANT OF OPTION

         Subject to the terms and conditions hereinafter set forth, the Company,
with the approval and at the direction of the Committee, hereby grants to the
Grantee, as of the Date of Grant, an option to purchase up to shares of Stock at
a price of $____ per share. Such option is hereinafter referred to as the
"Option," and the shares of Stock purchasable upon exercise of the Option are
hereinafter sometimes referred to as the "Option Shares". The Option is intended
by the parties hereto to be, and shall be treated as, an incentive stock option,
as such term is defined under section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"). Subject to such further limitations as are provided
herein, the Option is exercisable commencing on the Date of Grant.

         2.       TERMINATION OF OPTION

         The Option and all rights hereunder with respect thereto, to the
extent such rights shall not have been exercised, shall terminate and become
null and void upon the earlier of: (i) ten years after the Date of Grant; or
(ii) the date on which the Grantee terminates his employment with the Company
of malfeasance or wrongdoing adversely affecting the Company or any parent or
subsidiary of the Company.

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         3.       EXERCISE OF OPTION

                  [(a)     At any time during the period of this Option
commencing with the ___ anniversary of the Date of Grant, the Grantee may
purchase up to % of the shares covered by this Option and may purchase up to an
additional 33 1/3 % on each of the second and third anniversaries from the Date
of Grant so that this Option will be fully vested on the third anniversary of
the Date of Grant.]

                  (b)      The Grantee may exercise the Option with respect to
all or any part of the number of Option Shares to the extent then exercisable
hereunder, by giving the Secretary of the Company written notice of intent to
exercise. The notice of exercise shall specify the number of Option Shares as
to which the Option is to be exercised and the date of exercise thereof.

                  (c)      Upon a termination of the Grantee's employment for
any reason other than as set forth in Section 2(ii) of this Agreement, the
Option may be exercised during the following periods, but only to the extent
that the Option was outstanding and exercisable on any such date of
termination: (i) the one-year period following the date of the Grantee's death,
in the case of the Grantee's death during his employment by the Company, or the
one-year period following the termination of employment due to permanent
disability (as determined by the Plan) and (ii) the three-month period
following the date of such termination in the case of termination of his
employment for any reason other than the death or permanent disability of the
Grantee or pursuant to Section 2(ii) of this Agreement. A transfer of the
Grantee's employment between the Company and any subsidiary of the Company, or
between any subsidiaries of the Company, shall not be deemed to be a
termination of the Grantee's employment.

                  (d)      Full payment (in U.S. dollars) by the Grantee of the
option price for the Option Shares purchased shall be made (i) in cash or by
check, or (ii) by delivery of mature shares having a Fair Market Value,
determined as of the date of exercise, equal to the aggregate option price
payable by reason of such exercise, on or before the exercise date specified in
the notice of exercise.

                  (e)      On the exercise date specified in the Grantee's
notice or as soon thereafter as is practicable, the Company shall cause to be
delivered to the Grantee a certificate or certificates for the Option Shares
then being purchased (out of unissued Stock or reacquired Stock, as the Company
may elect) upon full payment for such Option Shares. The obligations of the
Company to deliver the Stock shall, however, be subject to the condition that
if at any time the Committee shall determine in its discretion that the
listing, registration or qualification of the Option Shares upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or
in connection with, the Option or the issuance or purchase of the Stock
thereunder, the Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.

                  (f) If the Grantee fails to pay for any of the Option Shares
specified in such notice or fails to accept delivery thereof, the Grantee's
right to purchase such Option Shares may be terminated by the Company. The date
specified in the Grantee's notice as the date of exercise shall be deemed the
date of exercise of the Option, provided that payment in full for the Option
Shares to be purchased upon such exercise shall have been received by such
date.

         4.       ADJUSTMENT OF AND CHANGES IN STOCK OF THE COMPANY

                  (a)      In the event of a reorganization, recapitalization,
                           change of shares, stock split, spin-off, stock
                           dividend, reclassification, subdivision or
                           combination of shares, rights offering or any other
                           change in the corporate structure or shares of
                           capital stock of the Company, the Committee shall
                           make such adjustment as appropriate in the number
                           and kind of shares of Stock subject to the Option or
                           in the option price; provided, however, that no such
                           adjustment shall give the Grantee any additional
                           benefits under the Option.



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         (b) In the event that the Company shall be a party to any
reorganization involving a merger, consolidation or acquisition of the Stock or
the assets of the Company, the Committee, in its sole discretion, may:

                  (i)      declare that the Option granted hereunder shall
become exercisable immediately notwithstanding the provisions of this Agreement
regarding exercisability and that the Option shall terminate 30 days after the
Committee gives written notice to Grantee of his immediate right to exercise
the Option and of the Committee's decision to terminate the Option if not
exercised within such thirty-day period; or

                  (ii)     notify the Grantee that the Option granted hereunder
shall apply with appropriate adjustments as determined by the Committee to the
securities of the resulting corporation to which holders of the number of
shares of Stock subject to the Option would have been entitled.

         (c)      The adoption of a plan of dissolution or liquidation by the
Board of Directors and the shareholders of the Company shall cause the Option
to terminate to the extent not exercised prior to the adoption of the plan of
dissolution or liquidation by the shareholders of the Company; provided,
however, that the Committee, in its discretion, may declare that the Option
shall become exercisable immediately notwithstanding the provisions of this
Agreement regarding exercisability; and provided further that in the event of
the adoption of a plan of dissolution or liquidation in connection with a
reorganization as described in the first sentence of subparagraph 4(b), the
Option shall be governed by and be subject to the provisions of such sentence.

         (d)      If any rights or warrants to subscribe for additional shares
are given pro rata to holders of outstanding shares of the Stock, the Grantee
shall be entitled to the same rights or warrants on the same basis as holders
of the outstanding shares with respect to such portion of the Grantee's Option
that may be exercised on or prior to the date of the expiration of such rights
or warrants.

         5.       FAIR MARKET VALUE

         For purposes of the Plan, the "fair market value" of the shares of
Stock shall be the mean between the high "bid" and the low "asked" prices of
the Stock in the over-the-counter market on the day on which such value is to
be determined or, if no shares were traded on such day, on the first day
immediately preceding such day on which shares were traded. If the Stock is not
regularly traded in the over-the-counter market but is registered on a national
securities exchange, the "fair market value" of the shares of Stock shall mean
the closing price of the Stock on such national securities exchange on the day
on which such value is to be determined or, if no shares were traded on such
day, on the first day immediately preceding such day on which shares were
traded. If the Stock is not regularly traded in the over-the-counter market or
registered on a national securities exchange the Committee shall determine the
fair market value of the Stock in good faith in accordance with Code section
422(c)(1) and accompanying Treasury Regulations.

         6.       NO RIGHTS OF SHAREHOLDERS

         Neither the Grantee nor any personal representative shall be, or shall
have any of the rights and privileges of, a shareholder of the Company with
respect to any shares of Stock purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to becoming the holder of record of such
shares.

         7.       NON-TRANSFERABILITY OF OPTION

         During the Grantee's lifetime, the Option hereunder shall be
exercisable only by the Grantee or a legal representative of the Grantee, and
the Option shall not be transferable except, in case of the death of the
Grantee, by will or the laws of descent and distribution, nor shall the Option
be subject to attachment, execution or other similar process. In the event of
(i) any attempt by the Grantee to alienate, assign, pledge, hypothecate or
otherwise dispose of the Option, except as provided for herein, or (ii) the
levy of any attachment, execution or similar process by any third party upon
the rights or interest hereby conferred, the Company may terminate the Option
by notice to the Grantee, and it shall thereupon become null and void.


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         8.       EMPLOYMENT NOT AFFECTED

         Neither the granting of the Option nor its exercise shall be construed
as granting to the Grantee any right with respect to continuance of employment
by the Company. Except as may otherwise be limited by a written agreement
between the Company and the Grantee, the right of the Company to terminate at
will the Grantee's employment with it at any time (whether by dismissal,
discharge, retirement or otherwise) is specifically reserved by the Company, as
the Company or on behalf of the Company (whichever the case may be), and
acknowledged by the Grantee.

         9.       AMENDMENT OF OPTION

         This Agreement and the terms of the Option may be amended by the Board
or the Committee at any time (i) if the Board or the Committee determines, in
its sole discretion, that amendment is necessary or advisable due to any
addition to or change in the Code or in the regulations issued thereunder, or
any federal or state securities law or other law or regulation, which change
occurs after the Date of Grant and by its terms applies to the Option; or (ii)
other than in the circumstances described in clause (i), with the consent of
the Company and the Grantee.

         10.      SECURITIES LAWS

         This Option may not be exercised if the issuance of shares of Stock of
the Company upon such exercise would constitute a violation of any applicable
federal or state securities or other law or valid regulation. The Grantee, as a
condition to his exercise of this Option, shall represent to the Company that
the shares of Stock that he acquires under this Option are being acquired by
him for investment and not with a present view to distribution or resale,
unless counsel for the Company is then of the opinion that such a
representation is not required under the Securities Act of 1933, as amended, or
any other applicable law, regulation or rule of any governmental agency.

         The Grantee represents and warrants that he will be acquiring the
Option Shares for investment purposes and not with a view to distribution. The
Grantee further represents and warrants that he is aware that the Option Shares
have not been registered under the Securities Act or under the provisions of
Georgia law and that the Option Shares may not be sold, transferred or
otherwise assigned without registration or an exemption therefrom. Grantee
acknowledges being informed by the Company that the Option Shares are
restricted securities and that each certificate for shares of Stock issued upon
exercise of the Option shall be stamped or otherwise imprinted with a
restrictive legend in form and context deemed necessary by the Company. The
undersigned further acknowledges that he is an officer and a shareholder of the
Company and is aware of the business and operations of the Company.

         11.      NOTICE

         Any notices or other communications to any party pursuant to or
relating to this Agreement and the transactions provided for herein shall be
deemed to be given, delivered or received when delivered personally or three
days after being deposited in the United States Mail, registered or certified,
and with proper postage and registration and certification fees prepaid,
addressed to the parties for whom intended at the addresses indicated for each
party as set forth below:



                                          Cotton States Life Insurance Company
         If to the Company:               244 Perimeter Parkway, N.E.
                                          Atlanta, Georgia 30346
                                          Attention:  __________________________


         with a copy to:                  Thomas O. Powell, Esquire
                                          Troutman Sanders LLP
                                          600 Peachtree Street, N.E., Suite 5200
                                          Atlanta, Georgia 30308


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         Grantee:
                           [At the latest address listed for the Grantee in the
                           Company's records.]



         12.      INCORPORATION OF PLAN BY REFERENCE

         The Option is granted pursuant to the terms of the Plan, the terms of
which are incorporated herein by reference, and the Option shall in all
respects be interpreted in accordance with the Plan. The Committee shall
interpret and construe the Plan and this Agreement, and its interpretations and
determinations shall be conclusive and binding on the parties hereto and any
other person claiming an interest hereunder, with respect to any issue arising
hereunder or thereunder.

         13.      GOVERNING LAW

         The validity, construction, interpretation and effect of this
Agreement shall exclusively be governed by and determined in accordance with
the law of the State of Georgia.

         14.      COUNTERPARTS

         This Agreement may be executed with counterpart signature pages, all
of which together shall constitute one and the same Agreement.

         15.      SUCCESSORS AND ASSIGNS

         This Agreement shall inure to the benefit of and be enforceable by and
binding upon the permitted successors and assigns of each party, including the
personal or legal representatives, executors, administrators, heirs and
legatees of the Grantee.


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         IN WITNESS WHEREOF, the Company has caused its duly authorized
officers to execute and attest this Agreement, and to apply the corporate seal
hereto, and the Grantee has placed his or her signature hereon, effective as of
the date first written above.

<TABLE>
<S>                                                         <C>
ATTEST:                                                     COTTON STATES LIFE INSURANCE COMPANY

By:                                                         By:
   -----------------------------------------                    ------------------------------------
   Its:                                                         Its:
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              [CORPORATE SEAL]

                                                            GRANTEE

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Witness
</TABLE>


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