EXHIBIT 10.2

                    DIRECTORS DEFERRED COMPENSATION AGREEMENT
                    -----------------------------------------

This  Deferred   Compensation   Agreement   (hereinafter  referred  to  as  this
"Agreement") dated this ___ day of ___________,  ___, by and between Farmers and
Merchants Bank, Brooklet, Georgia (hereinafter referred to as the "Corporation")
and _______________ (hereinafter referred to as the "Director").

                                   WITNESSETH
                                   ----------

For and in consideration of the mutual promises  contained in this Agreement and
other good and valuable  consideration  given by each party to this Agreement to
the other party to this  Agreement,  receipt of which is hereby  acknowledged by
each party, the parties to this Agreement hereby agree as follows:

                              1. SERVICE PROVISION
                              --------------------

The  Corporation  desires to retain the services of the Director for five years,
if elected, to serve on the Board of Directors.  The Director,  in consideration
of the mutual promises contained in this Agreement,  agrees to continue to serve
as Director, if elected.

                            2. COMPENSATION PROVISION
                            -------------------------

The Corporation shall pay the Director the sum of $__________,  payable in equal
monthly  installments of $__________ for 120 consecutive  months.  Payments will
commence on the first day of the month  following the Director's  65th birthday.
Payments  shall  terminate when the 120 monthly  installments  have been paid or
upon the death of the Director, whichever occurs first.

                      3. DEATH OF DIRECTOR PRIOR TO AGE 65
                      ------------------------------------

Upon the death of the Director prior to reaching age 65, the  Corporation  shall
pay to the Director's designated beneficiary,  the sum of $___________ per month
for 120  consecutive  months.  Payments  shall  commence on the first day of the
month following the death of the Director.

                        4. DEATH OF DIRECTOR AFTER AGE 65
                        ---------------------------------

Should the  Director  die after age 65 before  receiving  the entire 120 monthly
installments, the remaining monthly installments shall be paid to the Director's
designated  beneficiary.  The  beneficiary  shall receive all remaining  monthly
installments  which would have been payable to the Director  until the total sum
of  $__________  as provided in paragraph "2" of this  Agreement is paid. In the
event that the  Director  does not  designate  a  beneficiary  in writing to the
Corporation,  the  legal  representative  of the  estate of the  Director  shall
receive the balance of the monthly installments  remaining at the time of his or
her death.


<PAGE>


                            5. TERMINATION PROVISION
                            ------------------------

Should the Director fail to serve five  consecutive  years as Director,  for any
reason other than death, compensation will be paid as follows:

         He or she will receive monthly compensation  beginning at age 65 on the
         basis  that the  number of full  months  served  bears to the  required
         number  of 60  months  (5  years)  times  the  compensation  stated  in
         paragraph "2".

         Example:   Service for only 38 months will  entitle the Director
                    to 38/60 of the compensation stated in paragraph "2".

                               6. STATUS PROVISION
                               -------------------

This  Agreement  is not a contract  of  employment  between  the parties and the
Director  shall  retain  the  right  to  terminate  his  or  her  service.   The
shareholders shall retain the right to replace the Director.

                        7. SERVICE INTERRUPTION PROVISION
                        ---------------------------------

The  following  reasons for absence  shall not be deemed to have  terminated  or
interrupted the active service of the Director.

         o        Illness
         o        Disability
         o        Authorized vacation
         o        Temporary  leaves of absence for  professional  advancement or
                  education
         o        Government service
         o        Military leave

                             8. FORFEITURE PROVISION
                             -----------------------

All  rights to  compensation  after age 65 shall be  forfeited  by the  Director
should he or she  engage in  competition  with the  Corporation,  without  prior
written  consent  of the  Corporation,  within a radius  of 10 miles of the main
office of the Corporation for a period of ten years.

                             9. ASSIGNMENT PROVISION
                             -----------------------

The Director or any  beneficiary  or designee of the Director may not assign any
rights to  compensation  under this  Agreement.  Any attempt to sell,  transfer,
assign,  encumber,  pledge or alter the Director's right to receive compensation
shall be void.


<PAGE>


                         10. RIGHTS TO POLICY OWNERSHIP
                         ------------------------------

If the bank shall  acquire an insurance  policy or any other asset in connection
with the  liabilities  assumed by it hereunder,  it is expressly  understood and
agreed that neither  Director  nor any  beneficiary  of Director  shall have any
right with  respect to, or claim  against,  such policy or other asset except as
expressly  provided  by the terms of such  policy or in the title to such  other
asset.  Such  policy or asset shall not be deemed to be held under any trust for
the  benefit  of  Director  or his  beneficiaries  or the be  held in any way as
collateral security for the fulfilling of the obligations of the Bank under this
Agreement  except as may be  expressly  provided  by the terms of such policy or
other asset. It shall be, and remain, a general,  unpledged,  unrestricted asset
of the Bank.

                          11. MISCELLANEOUS PROVISIONS
                          ----------------------------

A.       This  Agreement  shall be binding upon all parties  hereto.  This shall
         include the  successors and assigns of the  corporation,  and the heirs
         and legal representatives of the Director.

B.       This Agreement shall be amended only by written agreement signed by the
         parties.

C.       This Agreement shall be construed and interpreted under the laws of the
         State of Georgia and the validity of this  Agreement  shall depend upon
         such laws.

IN WITNESS  WHEREOF,  the  Corporation  and the Director have duly executed this
Agreement under seal as of the date first above written.

(Seal)

                                       By
                                         ---------------------------------------
                                       Corporation Farmers and Merchants Bank,
                                       Brooklet, Ga.

---------------------------            -----------------------------------------
Witness                                Director


<PAGE>


                           DESIGNATION OF BENEFICIARY

I hereby  make the  following  designation  of  Beneficiary  under the  Deferred
Compensation Agreement with Farmers and Merchants Bank, Brooklet, Ga.

BENEFICIARY
---------------------------------------------

                                                               Portion of
                                                               Distribution
Name                                  Relationship             Under Agreement
----                                  ------------             ----------------

______________________

Address:______________
______________________
______________________                ____________________     ________________%


Name
----

______________________

Address:______________
______________________                ____________________     ________________%




CONTINGENT BENEFICIARY
----------------------

Name

______________________

Address:______________
______________________                ____________________     ________________%




I hereby reserve the right to change or amend this designation of beneficiary at
any time during my lifetime.

This ____ day of __________, ______.


________________________                 _______________________________
Witness                                  Signature


<PAGE>


                  ELECTION TO DEFER PAYMENT OF DIRECTOR'S FEES
                  --------------------------------------------

TO:  Farmers and Merchants Bank, Brooklet, Ga.                DATE:  ___________

I hereby  elect to defer  payment  of my  Director's  fees for a period of years
listed below commencing  _______________,  _____. I further wish compensation to
be paid to me beginning on the first day of the month following my 65th birthday
or the 73rd month of deferral of my Director's fees, whichever is last to occur,
for a period of 120 months.  This  election is made by me in  accordance  with a
non-qualified  Deferred  Compensation  Agreement  authorized  by  the  Board  of
Director's of Farmers and Merchants Bank,  Brooklet,  Georgia on the ____ day of
__________, _____.

The Director's fees I wish to defer is as follows:

         $__________ of monthly fees for ______ years.

                                              _________________________________
                                              Name

                                              _________________________________
                                              Signature

                                              _________________________________
                                              Witness



<PAGE>


                                    SCHEDULE

         This  schedule  sets forth each director with whom the Bank has entered
into a Deferred Compensation Agreement, and the monthly benefit payable upon the
director's attaining age 65.


               DIRECTOR                                    MONTHLY BENEFIT
               --------                                    ---------------

         F. C. Rozier (Emeritus)                                 245.00
         Jewell Parker (Emeritus)                                465.00
         James E. Davis, Sr. (Emeritus)                          694.42
         Origen J. James                                         305.00
         Billy G. Tyson                                         1193.00
         John A. Dotson                                          693.33
         Gerald Edenfield                                        600.00