EXHIBIT 10.9

                           FORM OF EXECUTIVE AGREEMENT
                (Pursuant to Director Indexed Retirement Program
                               for Citizens Bank)
                         for the following individuals:


Carol D. Arflin
Clinton B. Brannen, Jr.
Don G. Davis
Patti S. Davis
Larry W. Dunaway
Wendell S. Dunaway
James W. Johnson
Lisa G. Lane
Ronney S. Ledford
Cecil A. McGraw
Wayne P. Peavy
Michael Phillips
Michael C. Speight
Charles G. Speight, Jr.
Charles G. Speight, Sr.
J. Daniel Speight, Jr.
Benjamin Tew


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                                FORM OF AGREEMENT
                      EXECUTIVE INDEXED RETIREMENT PROGRAM
                               EXECUTIVE AGREEMENT

         This   Agreement,   made  and   entered   into   this   _____   day  of
_______________,  by and between  Citizens  Bank, a Bank  organized and existing
under the laws of the State of Georgia,  hereinafter  referred to as "the Bank,"
and  ____________________  , a member  of the  Board of  Directors  of the Bank,
hereinafter referred to as "the Executive."

         The  Executive  has been on the Board of the Bank for several years and
has now and for years past  faithfully  served the Bank.  It is the consensus of
the Board of Directors  that the  Executive'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  Executive's  experience,  knowledge  of  corporate  affairs,
reputation and industry contacts are of such value and his continued services so
essential to the Bank's  future  growth and profits that it would suffer  severe
financial loss should the Executive terminate his service on the Board.

         Accordingly,  the  Board of the  Bank has  adopted  the  Citizens  Bank
Executive Indexed Retirement Program (the Plan) and it is the desire of the Bank
and the Executive to enter into this  Agreement  under which the Bank will agree
to make  certain  payments  to the  Executive  upon  his  retirement  and to his
beneficiaries in the event of his death pursuant to the Plan.

         It is  the  intent  of  the  parties  hereto  that  this  Agreement  be
considered  an  arrangement   maintained   primarily  to  provide   supplemental
retirement  benefits for the Executive,  for purposes of the Employee Retirement
Security  Act of 1974  (ERISA).  The  Executive  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 services the Executive has performed in
the past and those to be  performed  in the  future  and based  upon the  mutual
promises and covenants  herein  contained,  the Bank and the Executive  agree as
follows:


I.      INDEXED PLAN

         The Executive is hereby subject to the terms and conditions of the Plan
         adopted  by the  Board  of  Directors  of the Bank to be  effective  on
         January 13, 1995; a copy of the terms and  conditions of the Plan being
         attached hereto as Exhibit I and made a part hereof by reference.


II.       MISCELLANEOUS

         A.       Alienability and Assignment Prohibition:

                  Neither  the  Executive,  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

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                  separate maintenance owed by the Executive or his beneficiary,
                  nor be  transferable  by  operation  of law  in the  event  of
                  bankruptcy,   insolvency  or  otherwise.   In  the  event  the
                  Executive 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 the Bank and any Successor in Interest:

                  The Bank 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,
                  beneficiaries, heirs and personal representatives.

         C.       Revocation:

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

         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 Georgia.


III.      ERISA PROVISION

         A.       Named Fiduciary and Plan Administrator:

                  The  "Named  Fiduciary  and Plan  Administrator"  of this Plan
                  shall be the Bank. As Named Fiduciary and Plan  Administrator,
                  the Bank shall be responsible for the management,  control and
                  administration of the Executive's  Indexed  Retirement Plan as

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                  established  herein.  The Bank 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  Executive  (or to
                  his beneficiary in the case of the Executive'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
                  Plan Administrator named above within sixty (60) days from the
                  date  payments  are  refused.  The  Plan  Fiduciary  and  Plan
                  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  sixty (60) 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 Plan  Administrator  fail to
                  take any action within the aforesaid sixty-day period.

                  If claimants desire a second review they shall notify the Plan
                  Fiduciary and Plan  Administrator in writing within sixty (60)
                  days of the first  claim  denial.  Claimants  may review  this
                  Agreement  or any  documents  relating  thereto and submit any
                  written  issues and  comments  they may feel  appropriate.  In
                  their   sole   discretion,   the  Plan   Fiduciary   and  Plan
                  Administrator shall then review the second claim and provide a
                  written  decision  within  sixty  (60) 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 the Plan  Agreement  upon which the decision is
                  based.

                  If claimants continue to dispute the benefit denial based upon
                  completed  performance  of this  Agreement  or 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
                  Executive   "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.

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         IN  WITNESS  WHEREOF,  the  parties  hereto  acknowledge  that each has
carefully read this Agreement and executed the original  thereof on the 13th day
of January, 1995, and that, upon execution, each has received a conforming copy.


                                       CITIZENS BANK



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