<PAGE>

                                                                    Exhibit 10.5


                    DIRECTOR INDEXED FEE CONTINUATION PLAN

                                   AGREEMENT

        This Agreement, made and entered into this 23rd day of July, 1996, by
and between Eufaula Bank and Trust, a Bank organized and existing under the laws
of the State of Alabama, hereinafter referred to as "the Bank," and Janis R.
Biggers, a Director of the Bank, hereinafter referred to as "the Director".

        The Director is a member of the Board of Directors and faithfully serves
the Bank. It is the consensus of the Board of Directors of the Bank (the Board)
that the Director's services have been of exceptional merit, in excess of the
compensation paid and an invaluable contribution to the profits and position of
the Bank in its field of activity. The Board further believes that the
Director's experience, knowledge of corporate affairs, reputation and industry
contacts are of such value and his continued services are so essential to the
Bank's future growth and profits that it would suffer severe financial loss
should the Director terminate his services.

        Accordingly, it is the desire of the Bank and the Director to enter into
this Agreement under which the Bank will agree to make certain payments to the
Director upon his retirement and, alternatively, to his beneficiary(ies) in the
event of his premature death while serving on the Board of the Bank.

        The Bank currently has a deferred compensation plan for the benefit of
certain directors.  It is the desire of the Bank and the Director that this
Agreement replace and supersede the current agreement and any and all other
benefit agreements dated prior to the effective date hereof.

        It is the intent of the parties hereto that this Agreement be considered
an arrangement maintained primarily to provide supplemental retirement benefits
for the Director for purposes of the Employee Retirement Security Act of 1974
(ERISA).  The Director is fully advised of the Bank's financial status, and has
had substantial input in the design and operation of this benefit plan.

        Therefore, in consideration of the Director's services now performed and
those to be performed in the future and based upon the mutual promises and
covenants herein contained, the Bank and the Director, agree as follows:

1.      DEFINITIONS

        A.      Effective Date:
                --------------

                The effective date of this Agreement shall be July 23, 1996.
<PAGE>

B.      Plan Year:
        ---------

        Any reference to "year" shall mean a calendar year from January 1 to
        December 31. In the year of implementation, the term "year" shall mean
        the period from the effective date to December 31 of the year of the
        effective date.

C.      Retirement Date:
        ---------------

        The Retirement Date shall mean retirement from service with the Bank
        which becomes effective on the first day of the calendar month following
        the month in which the Director reaches his 65th birthday or such later
        date as the Director may actually retire.

D.      Termination of Service:
        ----------------------

        Termination of Service shall mean voluntary resignation of service by
        the Director or the Bank's discharge of the Director, prior to the
        Retirement Date (described in subparagraph I (C) herein above).

E.      Pre-Retirement Account:
        ----------------------

        A Pre-Retirement Account shall be established as a liability reserve
        account on the books of the Bank for the benefit of the Director. Prior
        to the Director's Retirement Date [as defined in subparagraph I (C)],
        such liability reserve account shall be increased or decreased each year
        by an amount equal to the annual earnings or loss for the year
        determined by the Index (described in subparagraph I (G) hereinafter),
        less the Cost of Funds Expense for that year (described in subparagraph
        I (H) hereinafter).

F.      Index Retirement Benefit:
        ------------------------

        The Index Retirement Benefit for the Director for any year shall be
        equal to the excess of the annual earnings (if any) determined by the
        Index [as defined in subparagraph I (G)] for that year over the Cost of
        Funds Expense [as defined in subparagraph I(H)] for that year.

G.      Index
        -----

        The Index for any year shall be the aggregate annual after-tax income
        from the life insurance contracts described hereinafter as defined by
        FASB Technical Bulletin 85-4. This Index shall be applied as if such
        insurance contracts were purchased on the effective date hereof.

                                       2












<PAGE>

<TABLE>
    <S>                             <C>
    Insurance Company:              Alexander Hamilton Life Insurance Company
    Policy Form:                    Flexible Premium Adjustable Life Insurance
    Policy Name:                    Executive Security Plan III
    Insured's Age and Sex:          44, Female
    Riders:                         None
    Ratings:                        None
    Option:                         A
    Face Amount:                    $354,000
    Premiums Paid:                  $16,600
    Number of Premiums Paid:        Twenty One
    Assumed Purchase Date:          July 23, 1996
</TABLE>

    If such contracts of life insurance are actually purchased by the Bank then
    the actual policies as of the dates they were purchased shall be used in
    calculations under this Agreement. If such contracts of life insurance are
    not purchased or are subsequently surrendered or lapsed, then the Bank shall
    receive annual policy illustrations that assume the above described policies
    were purchased from the above named insurance company(ies) on the effective
    date from which the increase in policy value will be used to calculate the
    amount of the Index.

    In either case, references to the life insurance contract are merely for
    purposes of calculating a benefit. The Bank has no obligation to purchase
    such life insurance and, if purchased, the Director and his beneficiary(ies)
    shall have no ownership interest in such policy and shall always have no
    greater interest in the benefits under this Agreement than that of an
    unsecured general creditor of the Bank.

H.  Cost of Funds Expense:
    ---------------------

    The Cost of Funds Expense for any year shall be calculated by taking the sum
    of the amount of premiums set forth in the Indexed policies described above
    plus the amount of any after-tax benefits paid to the Director pursuant to
    this Agreement (Paragraph II hereinafter) plus the amount of all previous
    years after-tax Costs of Funds Expense, and multiplying that sum by the
    average after-tax Cost of Funds of the Bank's third quarter Call Report for
    the Plan Year as filed with the Federal Reserve or other primary federal
    regulator.

I.  Change Of Control:
    -----------------

    Change of control shall be deemed to be the cumulative transfer of more than
    fifty percent (50%) of the voting stock of the Bank Holding Company from the
    effective date of this Agreement. For the purposes of this Agreement,
    transfers on account of deaths or gifts, transfers between

                                       3
<PAGE>

             family members or transfers to a qualified retirement plan
             maintained by the Bank shall not be considered in determining
             whether there has been a change in control.

        J.   Prior Agreements:
             ----------------

             This Agreement represents the entire understanding of the parties
             and all benefit agreements dated prior to the effective date hereof
             are hereby superseded.

II.     INDEX BENEFITS

        The following benefits provided by the Bank to the Director are in the
        nature of a fringe benefit and shall in no event be construed to effect
        nor limit the Director's current or prospective salary increases, cash
        bonuses or profit-sharing distributions or credits.

        A.   Retirement Benefits:
             -------------------

             Should the Director continue to serve on the Board of the Bank
             until the "Retirement Date" [as defined in subparagraph I (C)], he
             shall be entitled to receive the balance in his Pre-Retirement
             Account [as defined in subparagraph I (E)] in fifteen (15) equal
             annual installments commencing thirty (30) days following the
             Director's retirement date. In addition to the these payments, the
             Index Retirement Benefits (as defined in subparagraph I (F) above)
             for each year following the Director's retirement date shall be
             paid to the Director until his death.

        B.   Termination of Service:
             ----------------------

             Should the Director suffer a Termination of Service prior to the
             Retirement Date [as defined in subparagraph I (C)], he shall be
             entitled to receive twenty percent (20%) times years of service
             with the Bank [to a maximum of one hundred percent (100%)] from the
             Effective Date hereof [as defined in subparagraph I (A)] times the
             balance in the Pre-Retirement Account paid over fifteen (15) years
             in equal installments commencing at the Retirement Date [as defined
             in subparagraph I (C)]. In addition to these payments, twenty
             percent (20%) times years of service with the Bank [to a maximum of
             one hundred percent (100%)] from the Effective Date hereof [as
             defined in subparagraph I (A)] times the Index Retirement Benefit
             [as defined in subparagraph I (F)] for each year shall be paid to
             the Director until his death.


                                       4
<PAGE>

        C.    Death:
              -----

              Should the Director die prior to having received that portion of
              the Pre-Retirement Account he was entitled to pursuant to
              subparagraph A or B herein above, as the case may be, the unpaid
              balance of the Pre-Retirement Account (defined in subparagraph I
              (E)] shall be paid in a lump sum to the beneficiary selected by
              the Director and filed with the Bank. In the absence of or a
              failure to designate a beneficiary, the unpaid balance shall be
              paid in a lump sum to the personal representative of the
              Director's estate.

        D.    Discharge for Cause:
              -------------------

              Should the Director be discharged for cause, all Index Benefits
              under this Agreement [subparagraphs II (A), (B) or (C)] shall be
              forfeited. The term "for cause" shall mean gross negligence or
              gross 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. If a
              dispute arises as to discharge "for cause", such dispute shall be
              resolved by arbitration as set forth in this Agreement.

        E.    Death Benefit:
              -------------

              Except as set forth above, there is no death benefit provided
              under this Agreement.

III.    DEFERRAL BENEFITS

        A.    Benefit Amount:
              --------------

              The Director may elect to defer up to one hundred percent (100%)
              of his base salary each year for five years from the effective
              date hereof. The Bank shall establish a Deferred Compensation
              Account in the name of the Director, and credit that account with
              the deferrals. The Bank shall also credit interest to the Deferred
              Compensation Account balance on December 31st of each year. The
              interest rate credited shall be equal to the one year treasury
              rate as of the crediting date to a minimum of eight percent (8%).

        B.    Election:
              --------

              The Director will make his election to defer by filing with the
              Bank a written statement setting forth the amount and timing of
              the deferrals. This statement must be filed prior to having earned
              the deferred income.



                                       5
<PAGE>

     C.  Benefit Payment:
         ---------------

         The balance of the Director's Deferred Compensation Account shall be
         payable to the Director at the time his service with the Bank is
         terminated by retirement or otherwise. Should the Director die while
         there is a balance in his Deferred Compensation Account [as defined in
         subparagraph III (A)], such balance shall be paid pursuant to
         subparagraph II (C) herein above.

IV.  RESTRICTIONS UPON FUNDING

     The Bank shall have no obligation to set aside, earmark or entrust any fund
     or money with which to pay its obligations under this Agreement. The
     Director, his beneficiary(ies) or any successor in interest to him shall be
     and remain simply a general creditor of the Bank in the same manner as any
     other creditor having a general claim for matured and unpaid compensation.

     The Bank reserves the absolute right at its sole discretion to either fund
     the obligations undertaken by this Agreement or to refrain from funding the
     same and to determine the exact nature and method of such funding. Should
     the Bank elect to fund this Agreement, in whole or in part, through the
     purchase of life insurance, mutual funds, disability policies or annuities,
     the Bank reserves the absolute right, in its sole discretion, to terminate
     such funding at any time, in whole or in part. At no time shall the
     Director be deemed to have any lien or right, title or interest in or to
     any specific funding investment or to any assets of the Bank.

     If the Bank elects to invest in a life insurance, disability or annuity
     policy upon the life of the Director, then the Director shall assist the
     Bank by freely submitting to a physical exam and supplying such additional
     information necessary to obtain such insurance or annuities.

V.   CHANGE OF CONTROL

     Upon a Change of Control (as defined in subparagraph I (I) herein), if the
     Director's service on the Board of the Bank is subsequently terminated then
     he shall receive the benefits promised in this Agreement upon attaining his
     Retirement Date [as defined in subparagraph I (C)], as if he had
     continuously served on the Board of the Bank until his Retirement Date. The
     Director will also remain eligible for all promised death benefits in this
     Agreement. In addition, no sale, merger or consolidation of the Bank shall
     take place unless the new or surviving entity expressly acknowledges the
     obligations under this Agreement and agrees to abide by its terms.

                                       6
<PAGE>

VI.   MISCELLANEOUS

      A.  Alienability and Assignment Prohibition:
          ----------------------------------------

          Neither the Director, his widow nor any other beneficiary under this
          Agreement shall have any power or right to transfer, assign,
          anticipate, hypothecate, mortgage, commute, modify or otherwise
          encumber in advance any of the benefits payable hereunder nor shall
          any of said benefits be subject to seizure for the payment of any
          debts, judgments, alimony or separate maintenance owed by the Director
          or his beneficiary, nor be transferable by operation of law in the
          event of bankruptcy, insolvency or otherwise. In the event the
          Director or any beneficiary attempts assignment, commutation,
          hypothecation, transfer or disposal of the benefits hereunder, the
          Bank's liabilities shall forthwith cease and terminate.

      B.  Binding Obligation of Bank and any Successor in Interest:
          --------------------------------------------------------

          The Bank expressly agrees that it shall not merge or consolidate into
          or with another bank or sell substantially all of its assets to
          another bank, firm or person until such bank, firm or person
          expressly agrees, in writing, to assume and discharge the duties and
          obligations of the Bank under this Agreement. This Agreement shall be
          binding upon the parties hereto, their successors, beneficiary(ies),
          heirs and personal representatives.

      C.  Revocation:
          ----------

          It is agreed by and between the parties hereto that, during the
          lifetime of the Director, this Agreement may be amended or revoked at
          any time or times, in whole or in part, by the mutual written assent
          of the Director and the Bank.

      D.  Gender.
          ------

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

      E.  Effect on Other Bank Benefit Plans:
          ----------------------------------

          Nothing contained in this Agreement shall affect the right of the
          Director to participate in or be covered by any qualified or non-
          qualified pension, profit-sharing, group, bonus or other supplemental
          compensation or fringe benefit plan constituting a part of the Bank's
          existing or future compensation structure.

                                       7
<PAGE>

      F.   Headings:
           --------

           Headings and subheadings in this Agreement are inserted for reference
           and convenience only and shall not be deemed a part of this
           Agreement.

      G.   Applicable Law:
           --------------

           The validity and interpretation of this Agreement shall be governed
           by the laws of the State of Alabama.

VII.  ERISA PROVISION

      A.   Named Fiduciary and Plan Administrator:
           --------------------------------------

           The "Named Fiduciary and Plan Administrator" of this plan shall be
           Eufaula Bank and Trust Company until its resignation or removal by
           the Board. As Named Fiduciary and Administrator, Eufaula Bank and
           Trust Company shall be responsible for the management, control and
           administration of the Salary Continuation Agreement as established
           herein. The Named Fiduciary may delegate to others certain aspects of
           the management and operation responsibilities of the plan including
           the employment of advisors and the delegation of ministerial duties
           to qualified individuals.

      B.   Claims Procedure and Arbitration:
           --------------------------------

           In the event a dispute arises over benefits under this Agreement and
           benefits are not paid to the Director (or to his beneficiary in the
           case of the Director's death) and such claimants feel they are
           entitled to receive such benefits, then a written claim must be made
           to the Named Fiduciary and Administrator named above within ninety
           (90) days from the date payments are refused. The Plan Fiduciary and
           Administrator and the Bank shall review the written claim and if the
           claim is denied, in whole or in part, they shall provide in writing
           within ninety (90) days of receipt of such claim their specific
           reasons for such denial, reference to the provisions of this
           Agreement upon which the denial is based and any additional material
           or information necessary to perfect the claim. Such written notice
           shall further indicate the additional steps to be taken by claimants
           if a further review of the claim denial is desired. A claim shall be
           deemed denied if the Plan Fiduciary and Administrator fails to take
           any action within the aforesaid ninety-day period.

           If claimants desire a second review they shall notify the Plan
           Fiduciary and Administrator in writing within ninety (90) days of the
           first claim denial. Claimants may review this Agreement or any
           documents relating thereto.


                                       8
<PAGE>

                and submit any written issues and comments they may feel
                appropriate. In its sole discretion, the Plan Fiduciary and
                Administrator shall then review the second claim and provide a
                written decision within ninety (90) days of receipt of such
                claim. This decision shall likewise state the specific reasons
                for the decision and shall include reference to specific
                provisions of this Agreement upon which the decision is based.


                If claimants continue to dispute the benefit denial based
                completed performance of this Agreement of the meaning and
                effect of the terms and conditions thereof, then claimants may
                submit the dispute to a Board of Arbitration for final
                arbitration. Said Board shall consist of one member selected by
                the claimant, one member selected by the Bank, and the third
                member selected by the first two members. The Board shall
                operate under any generally recognized set of arbitration rules.
                The parties hereto agree that they and their heirs, personal
                representatives, successors and assigns shall be bound by the
                decision of such Board with respect to any controversy properly
                submitted to it for determination.


                Where a dispute arises as to the Bank's discharge of the
                Directors "for cause", such dispute shall likewise be submitted
                to arbitration as above described and the parties hereto agree
                to be bound by the decision thereunder.

        IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Agreement and executed the original thereof on the 23rd day
of July, 1996 and that, upon execution, each has received a conforming copy.



                                             EUFAULA BANK AND TRUST COMPANY


/s/ Cynthia R. Walker                            /s/ Gloria A. Hayler   VP/Exp.
----------------------------                     -------------------------------
Witness                                                                   Title

/s/ Sherri S. Romey                              /s/ Janis R. Biggers
----------------------------                     -------------------------------
Witness                                              Janis R. Biggers

                                       9
<PAGE>

                                LIFE INSURANCE

                     ENDORSEMENT METHOD SPLIT DOLLAR PLAN
                                   AGREEMENT


Insurer:                               Alexander Hamilton Life Insurance Company

Policy Number:                         0010164910

Bank:                                  Eufaula Bank and Trust Company

Insured:                               James R. Biggers

Relationship of Insured to Bank        Director


The respective rights and duties of the Bank 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

      Title and ownership shall reside in the Bank for its use and for the use
      of the Insured all in accordance with this Agreement. The Bank alone may,
      to the extent of its interest, exercise the right to borrow or withdraw on
      the policy cash values. Where the Bank 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 Bank may have in
      such proceeds, as provided in this Agreement.
<PAGE>

IV.     PREMIUM PAYMENT METHOD

        The Bank 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 Bank
        (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 Bank shall be entitled to the remainder of such proceeds.

        C.   The Bank 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 CASH SURRENDER VALUE OF THE POLICY

        The Bank 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 Bank 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 Bank.


                                       2
<PAGE>

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

     In the event the policy involves an endowment or annuity element, the
     Bank'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 such 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 Bank following thirty
     (30) days written notice to the Insured upon the happening of any one of
     the following:

     1.   The Insured shall be in violation of the terms and conditions of that
          certain Executive Indexed Salary/Director Indexed Fee Continuation
          Plan Agreement dated the 23rd, day of July, 1996 or

     2.   The Insured shall leave the service of the Bank (voluntary or
          involuntarily) prior to five years from the date hereof, or

     3.   The Insured shall be discharged form service with the Bank for cause.
          The term "for cause" shall mean gross negligence or gross neglect or
          the commission of a felony or gross negligence involving moral
          turpitude, fraud, dishonesty or willful violation of any law that
          results in any adverse effect on the Bank.

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

     1.   The Bank'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 Bank 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.

                                       3
<PAGE>

        Except as provided above, this Agreement shall terminate upon
        distribution of the death benefit proceeds in accordance with Paragraph
        VI above.

XI.     INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

        The Insured may not, without the written consent of the Bank, assign to
        any individual, trust or other organization, any right, title or
        interest in the subject policy nor any rights, options, privileges or
        duties created under this Agreement.

XII.    AGREEMENT BINDING UPON THE PARTIES

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

XIII.   NAMED FIDUCIARY AND PLAN ADMINISTRATOR

        Eufaula Bank and Trust Company is hereby designated the "Named
        Fiduciary" until resignation or removal by the board of directors. As
        Named Fiduciary, the Bank 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. (770-952-1529).
        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 wishes to contest such
        claim denial, he should contact the office named above and


                                       4


<PAGE>

        they will assist in making inquiry to the Insurer. All objections to the
        Insurer'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 use in the masculine or neuter
        gender, they shall be read and construed as in the masculine, feminine
        or neuter gender, whenever 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 Eufaula, Alabama this 23rd day of July, 1996.

                                       EUFAULA BANK AND TRUST COMPANY

/s/ Cynthia R. Walker                  By:  [SIGNATURE APPEARS HERE]   [VP/?]
---------------------------               -------------------------------------
Witness                                                                Title



/s/ Sheri S. Roney                     By: /s/ Janis R. Biggers
---------------------------               -------------------------------------
Witness                                   Janis R. Biggers



                                       5


<PAGE>

                         BENEFICIARY DESIGNATION FORM



PRIMARY DESIGNATION:

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

[SIGNATURE APPEARS HERE]                   Son - equally or the survivor
----------------------------------         ------------------------------------

[SIGNATURE APPEARS HERE]                   Son - equally or the survivor
----------------------------------         ------------------------------------


----------------------------------         ------------------------------------


CONTINGENT DESIGNATION:


----------------------------------         ------------------------------------


----------------------------------         ------------------------------------


----------------------------------         ------------------------------------





/s/ Janis R. Biggers                        10/28/96
----------------------------------         ------------------------------------
Janis R. Biggers                           Date

                                       6