AGREEMENT


         THIS AGREEMENT  ("Agreement") is made and entered into as of the ______
of April, 1996, by and between the undersigned, ____________________, a resident
of  _______________,  Georgia,  and First  Citizens  Corporation,  a corporation
organized  and  existing  under  the  laws  of  the  State  of  Georgia  ("First
Citizens").

         On even date herewith,  First Citizens and Tara Bankshares Corporation,
a  corporation  organized  and  existing  under the laws of the State of Georgia
("Tara"),  have  entered  into an  Agreement  and Plan of  Merger  (the  "Merger
Agreement"). The Merger Agreement generally provides for the merger of Tara into
First Citizens (the  "Merger") and the conversion of the issued and  outstanding
shares of the $10.00 par value common stock of Tara ("Tara  Common  Stock") into
cash and  shares  of the $1.00 par value  common  stock of First  Citizens,  the
receipt  of  certain  regulatory  approvals,   and  the  satisfaction  of  other
conditions.

         The  undersigned  is a member of the Board of  Directors of Tara and is
the owner of  __________  shares of Tara Common Stock and, if any, has rights by
option or otherwise to acquire _______________  additional shares of Tara Common
Stock  ("Shares").  In order to induce  First  Citizens to enter into the Merger
Agreement,  the  undersigned is entering into this Agreement with First Citizens
to set forth certain terms and  conditions  governing the actions to be taken by
the undersigned with respect to the Shares until consummation of the Merger.

         NOW,  THEREFORE,  in consideration of the transactions  contemplated by
the Merger Agreement and the mutual promises and covenants contained herein, the
parties agree as follows:

         I. The undersigned  covenants and agrees with First Citizens that for a
period  of three  years  after the  effective  time of the  Merger,  or one year
following the date of the undersigned's  termination of his status as a Director
of Tara State Bank,  whichever is later, the undersigned  shall not, without the
prior  written  consent of First  Citizens  directly  or  indirectly  serve as a
consultant  to,  serve as a  management  official  of,  or be or  become a major
shareholder of any financial  institution having its principal office in Clayton
County or any county adjacent to Clayton County. It is expressly understood that
the  covenants  contained  in this  paragraph  1 do not apply to (i)  securities
holdings  which cause the  undersigned to be deemed a shareholder of a financial
institution  other than Tara as of the date of this Agreement,  or (ii) advisory
relationships  with a financial  institution which the undersigned has as of the
date of this  Agreement or may have after the date hereof solely in the capacity
as legal counsel or certified public account.  For the purposes of the covenants
contained in this  paragraph  1, the  following  terms shall have the  following
respective meanings:

                  (a) The term  "management  official" shall refer to service of
         any type which gives the  undersigned  the  authority  to  participate,
         directly or  indirectly,  in  policy-making  functions of the financial
         institution.  This  includes  but  is not  limited  to,  service  as an
         organizer,  officer,  director  or advisory  director of the  financial
         institution.  It is expressly  understood  that the  undersigned may be
         deemed a management  official of the financial  institution  whether or
         not he holds any  official,  elected or  appointed  position  with such
         financial institution.


<PAGE>

                  (b) The term "financial  institution" shall refer to any bank,
         bank holding company,  savings and loan  association,  savings and loan
         holding company, banking-related company or any other similar financial
         institution  which  engages in the  business of  accepting  deposits or
         making loans or which owns or controls a company  which  engages in the
         business  of  accepting  deposits  or  making  loans.  It is  expressly
         understood  that the term  "financial  institution"  shall  include any
         financial  institution as defined  herein that,  after the date of this
         Agreement,  makes  application  to  an  appropriate  federal  or  state
         regulatory authority for approval to organize.

                  (c) The term "major shareholder" shall refer to the beneficial
         ownership  of 5% or more of any  class  of  voting  securities  of such
         company or the  ownership  of 5% of the total  equity  interest in such
         company, however denominated.

         The  provisions  of this  paragraph 1 shall be of no further  force and
effect if the  undersigned  is not offered  employment as a director or advisory
director of Tara State Bank or any of its  subsidiaries at the effective time of
the Merger.

         (2) The undersigned  acknowledges  and agrees that First Citizens could
not be made  whole  by  monetary  damages  in the  event of any  default  by the
undersigned  of the terms and  conditions  set  forth in this  Agreement.  It is
accordingly agreed and understood that First Citizens,  in addition to any other
remedy which it may have at law or in equity, shall be entitled to an injunction
or injunctions to prevent breaches of this Agreement and specifically to enforce
the terms and  provisions  hereof in any action  instituted  in any court of the
United States or in any state having appropriate jurisdiction.

         (3) The  undersigned,  in his capacity as an officer or a director,  is
not aware of any claims  against  Tara or Tara State Bank  (other  than  regular
compensation  and  benefits  in the  ordinary  course of  business  and  routine
deposit,  loan and other banking  services  conducted in the ordinary  course of
business with Tara and Tara State Bank,  as  applicable)  that he may have,  and
hereby  releases Tara and Tara State Bank from any and all claims of which he is
aware that he may have against either of them in his capacity as an officer or a
director.

         (4) Any  term or  provision  of this  Agreement  which  is  invalid  or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or  unenforceability  without rendering invalid
or  unenforceable  the  remaining  terms and  provisions  of this  Agreement  or
affecting  the  validity or  enforceability  of any of the terms or provision of
this Agreement in any other jurisdiction.  If any provision of this Agreement is
so broad as to be  unenforceable,  the provision shall be interpreted to be only
so broad as is enforceable.

         (5) Except with  respect to the  covenants  contained  in  paragraph 1,
which shall be governed  by the terms set forth  therein and shall be  effective
only upon consummation of the Merger, the covenants and obligations set forth in
this Agreement shall expire and be of no further force and effect on the earlier
of (i) May 31, 1997 or such date to which the Merger  Agreement is extended,  or
(ii) the date on which the Merger Agreement shall terminate.


                                      - 2 -
<PAGE>

         IN WITNESS  WHEREOF,  this  Agreement has been duly executed under seal
and delivered by the undersigned as of the day and year first above written.


As to the Undersigned,
signed in the presence of:




-----------------------------------       --------------------------------------
                                          Name:
                                               ---------------------------------
                                                   (Please print or type)


ATTEST:                                              FIRST CITIZENS CORPORATION


By:                                     By:
   --------------------------------        -------------------------------------
         (Secretary)

[CORPORATE SEAL]