EXHIBIT 10.5

                     FLEXIBLE PREMIUM LIFE INSURANCE
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              ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
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Insurer:

Policy Number:

Corporation:                               Tri-County Bank of Royston

Insured:                                   Linton Eberhardt

Relationship of Corporation to Insured:     Employer


The respective rights and duties of the Corporation and the Insured in
the subject policy shall be as defined in the following:

I.   DEFINITIONS.

     Refer to the policy contract for the definition of all terms in this
     Agreement.

II.  POLICY TITLE AND OWNERSHIP

t    Title and ownership shall reside in the Corporation for its use and
     for the use of the Insured all in accordance with this Agreement.
     The Corporation alone may, to the extent of its interest, exercise
     the right to borrow or withdraw on the policy cash values.  Where
     the Corporation and the Insured (or assignee, with the consent of
     the Insured) mutually agree to exercise the right to increase the
     coverage under the subject split dollar policy, then, in such event,
     the rights, duties and benefits of the parties to such increased
     coverage shall continue to be subject to the terms of this
     Agreement.

III. BENEFICIARY DESIGNATION RIGHTS

     The Insured (or assignee) shall have the right and power to
     designate a beneficiary or beneficiaries to receive his share of the
     proceeds payable upon the death of the Insured and to elect and
     change a payment option for such beneficiary, subject to any right
     or interest the Corporation may have in such proceeds, as provided
     in this Agreement.

IV.  PREMIUM PAYMENT METHOD

     The Corporation shall pay an amount equal to the planned premiums
     and any other premium payments that might become necessary to keep
     the policy in force.

V.   TAXABLE BENEFIT

     Annually the Insured will receive a taxable benefit equal to the
     assumed cost of insurance as required by the Internal Revenue
     Service.  The Corporation (or its administrator) will report to the
     Employee the amount of imputed income received each year on Form W-2
     or its equivalent.
VI.  DIVISION OF DEATH PROCEEDS

     Subject to paragraph VII herein, the division of the death proceeds
     of the policy is as follows:

     A.   The Insured's beneficiary(ies), designated in accordance with
          Paragraph III, shall be entitled to an amount equal to eighty
          percent (80%) of the net at risk insurance portion of the
          proceeds.  The net at risk insurance portion is the total
          proceeds less the cash value of the policy.

     B.   The Corporation shall be entitled to the remainder of such
          proceeds.

     C.   The Corporation and the Insured (or assignees) shall share in
          any interest due on the death proceeds on a pro rata basis as
          the proceeds due each respectively bears to the total proceeds,
          excluding any such interest.

VII. DIVISION OF THE CASU SURRENDER VALUE OF THE POLICY

     The Corporation shall at all times be entitled to an amount equal to
     the policy's cash value, as that term is defined in the policy
     contract, less any policy loans and unpaid interest or cash
     withdrawals previously incurred by the Corporation and any
     applicable surrender charges.  Such cash value shall be determined
     as of the date of surrender or death as the case may be.

VIII.  PREMIUM WAIVER

     If the policy contains a premium waiver provision, such waived
     amounts shall be considered for all purposes of this Agreement as
     having been paid by the Corporation.

IX.  RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

     In the event the policy involves an endowment or annuity element,
     the Corporation's right and interest in any endowment proceeds or
     annuity benefits, on expiration of the deferment period, shall be
     determined under the provisions of this Agreement by regarding such
     endowment proceeds or the commuted value of each annuity benefits as
     the policy's cash value.  Such endowment proceeds or annuity
     benefits shall be considered to be like death proceeds for the
     purposes of division under this Agreement.

X.   TERMINATION OF AGREEMENT

     This agreement shall terminate at the option of the Corporation
     following thirty (30) days written notice to the Insured upon the
     happening of any one of the following:

     1.   The Insured shall be discharged from employment with the
          Corporation for cause.  The term "for cause" shall mean gross
          negligence or grow neglect or the commission of a felony or
          gross-misdemeanor involving moral turpitude, fraud, dishonesty
          or willful violation of any law that results in any adverse
          effect on the bank.

     2.   The Internal Revenue Code is amended so as to substantially,
          adversely affect the tax treatment to the corporation of the
          corporation's ownership in this policy.


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     Upon such termination, the Insured (or assignee) shall have a ninety
     (90) day option to receive from the Corporation an absolute
     assignment of the policy in consideration of a cash payment to the
     Corporation, whereupon this Agreement shall terminate.  Such cash
     payment shall be the greater of:

     1.   The Corporation's share of the cash value of the policy on the
          date of such assignment, as defined in this Agreement.

     2.   The amount of the premiums which have been paid by the
          Corporation prior to the date of such assignment.

     Should the Insured (or assignee) fail to exercise this option within
     the prescribed ninety (90) day period, the Insured (or assignee)
     agrees that all of his rights, interest and claims in the policy
     shall terminate as of the date of the termination of this Agreement.

XI.  INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

     The Insured may not, without the written consent of the Corporation,
     assign to any individual, trust or other organization, any right,
     title or interest in the subject policy or any rights, options,
     privileges or duties created under this Agreement.

XII. AGREEMENT BINDING UPON THE PARTIES

     This Agreement shall bind the Insured and the Corporation, their
     heirs, successors, personal representatives and assigns.

XIII. NAMED FIDUCIARY AND PLAN ADMINISTRATOR

     L. Jackson McConnell is hereby designated the "Named Fiduciary"
     until resignation or removal by the board of directors.  As Named
     Fiduciary, Mr. McConnell shall be responsible for the management,
     control, and administration of this Split Dollar Plan as established
     herein.  The Named Fiduciary may allocate to others certain aspects
     of the management and operation responsibilities of the plan,
     including the employment of advisors and the delegation of any
     ministerial duties to qualified individuals.

XIV. FUNDING POLICY

     The funding policy for this Split Dollar Plan shall be to maintain
     the subject policy in force by paying, when due, all premiums
     required.

XV,  CLAIMS PROCEDURE FOR LIFE INSURANCE POLICY AND SPLIT DOLLAR PLAN

     Claim forms or claim information as to the subject policy can be
     obtained by contacting The Benefit Marketing Group, Inc. (404-952-
     1529).  When the Named Fiduciary has a claim which may be covered
     under the provisions described in the insurance policy, he should
     contact the office named above and they will either complete a claim
     form and forward it to an authorized representative of the Insurer
     or advise the named Fiduciary what further requirements are
     necessary.  The Insurer will evaluate and make a decision as to
     payment.  If the claim is payable, a benefit check will be issued to
     the Named Fiduciary.

     In the event that a claim is not eligible under the policy, the
     Insurer will notify the Named Fiduciary of the denial pursuant to
     the requirements under the terms of the policy.  If the Named
     Fiduciary is dissatisfied with the denial of the claim and wished to

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     contest such claim denial, he should contact the office named above
     and they will assist in making inquiry to the Insurer.  All
     objections to the Insured's actions should be in writing and
     submitted to the office named above for transmittal to the Insurer.

XVI. GENDER

     Whenever in this agreement words are used in the masculine or neuter
     gender, the shall be read and construed as in the masculine,
     feminine or neuter gender, wherever they should so apply.

XVII.  INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

     The Insurer shall not be deemed a party to this Agreement, but will
     respect the rights of the parties as herein developed upon receiving
     an executed copy of this Agreement.  Payment or other performance in
     accordance with the policy provisions shall fully discharge the
     Insurer for any and all liability.


Executed at Royston, Ga. this 10 day of November, 1994.

                         TRI-COUNTY BANK OF ROYSTON


                         By: /s/ L. Jackson McConnell
                             Title:  V. Chmn.


                         By: /s/ Linton Eberhardt
                             Linton Eberhardt
                       BENEFICIARY DESIGNATION FORM


PRIMARY DESIGNATION:

     Name                     Relationship
     ----                     -------------

/s/ Alice M. Eberhardt        Wife


CONTINGENT DESIGNATION:

Applicant's Estate


/s/ Linton Eberhardt          11/10/94
Linton Eberhardt              Date