EXHIBIT 10.12

                   DIRECTOR'S INDEXED FEE CONTINUATION PROGRAM
                                       for
                     FIRST FEDERAL SAVINGS BANK OF LAGRANGE





<PAGE>


                     FIRST FEDERAL SAVINGS BANK OF LAGRANGE

                   DIRECTOR'S INDEXED FEE CONTINUATION PROGRAM



I.       DEFINITIONS

         A.       Effective Date:

                  The  Effective  Date  of the  First  Federal  Savings  Bank of
                  LaGrange  Director's  Indexed Fee  Continuation  Program  (the
                  Plan) shall be February 3, 1995.

         B.       Plan Year:

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

         C.       Retirement Date:

                  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 age
                  seventy  (70) or such later date as the  Director may actually
                  retire.

         D.       Termination of Service:

                  Termination of Service shall mean voluntary resignation by the
                  Director  from service on the Board or failure of  re-election
                  to the Board, prior to the Retirement Date.

         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
                  each director in the Plan.  Prior to termination of service or
                  a director's retirement,  such liability reserve account shall
                  be increased or decreased  each Plan Year  (including the Plan
                  Year in which the Director ceases to serve on the Board) by an
                  amount equal to the annual earnings or loss for that Plan Year
                  determined  by the  Index  [described  in  subparagraph  I (G)
                  hereinafter],  less the Cost of Funds  Expense  for that  Plan
                  Year [described in subparagraph I (H) hereinafter], divided by
                  the  number  of   directors   in  the  Plan  [as   defined  in
                  subparagraph I (I) hereinafter] during that Plan Year.

         F.       Index Retirement Benefit:

                  The Index  Retirement  Benefit  for each  director in the Plan
                  shall be equal to the annual  earnings or loss  determined  by
                  the Index  [subparagraph I (G)] less the Cost of Funds Expense
                  [subparagraph  I (H)],  divided by the number of  directors in
                  the Plan [subparagraph I (I)], for each Plan Year in which the
                  Index Retirement Benefit is due.
<PAGE>

         G.       Index:

                  The  Index  for any Plan Year  shall be the  aggregate  annual
                  after-tax income from the fife insurance  contracts  described
                  in the attached Exhibit "A" on the lives of the  participating
                  directors  [described  in  subparagraph  I (I)], as defined by
                  FASB Technical  Bulletin 85-4.  This Index shall be applied as
                  if such  insurance  contracts  were purchased on the effective
                  date of the Plan.

                  If such contracts of life insurance are actually  purchased by
                  the Bank then the  actual  policies  as of the dates they were
                  actually  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 from the above
                  named  insurance  company(ies)  on the  increase in value from
                  such  policy(ies)  as if they had actually been in force which
                  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  beneficiaries  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 creditor of Bank.

         H.       Cost of Funds Expense:

                  The  Cost  of  Funds  Expense  for  any  Plan  Year  shall  be
                  calculated  by taking  the sum of the amount of  premiums  set
                  forth in the Indexed  policies  described  above (Exhibit "A")
                  plus the amount of any benefits paid to any director  pursuant
                  to the Plan (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 Office of Thrift  Supervision  or other primary
                  Federal Regulator.

         I.       Number of Participating Directors:

                  The Number of Participating  Directors for any Plan Year shall
                  be the  number of  directors  (including  those in  retirement
                  status)  participating  in the Plan as of  December  31 of the
                  previous  year.  Participating  directors are those  directors
                  listed on the attached  Exhibit B less any of those  directors
                  who have died.  The  policy of a  director  who is no longer a
                  participating  director shall not be considered when computing
                  the Index [subparagraph (G)] in any Plan Year.

         J.       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 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.

                                       2
<PAGE>

         K.       Normal Retirement Age:

                  Normal  Retirement  Age  shall  mean  the  date on  which  the
                  Director attains age seventy (65).

II.      INDEX BENEFITS

         A.     Retirement Benefits:

                Subject to  subparagraph  II (C)  hereinafter,  a  director  who
                remains  on the  Board of the Bank  until  his  Retirement  Date
                defined in  subparagraph I (C), shall be entitled to receive the
                balance in his  Pre-Retirement  Account in ten (10) equal annual
                installments  commencing  thirty days  following the  Director's
                Retirement Date. In addition to these payments,  commencing with
                the Plan Year in which the Director attains his Retirement Date,
                the Index  Retirement  Benefit [as defined in subparagraph I (F)
                above]  for each Plan Year shall be paid to the  Director  until
                his death.

         B.     Death:

                Should  the   Director   die  prior  to  having   received   the
                Pre-Retirement Account, the unpaid balance of the Pre-Retirement
                Account  shall  be  paid  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.

         C.     Termination of Service:

                Should a Director suffer a Termination of Service  [subparagraph
                I (D)], he shall be entitled to receive  twenty  percent  (20%),
                times his full  years of  service on the board of the Bank (to a
                maximum  of  100%),  times  the  balance  in the  Pre-Retirement
                Account   paid  over  ten  (10)  years  in  equal   installments
                commencing at the Director's Normal Retirement Age [subparagraph
                I (K)].  In addition to these  payments,  commencing in the Plan
                Year  the   Director   reaches   his   Normal   Retirement   Age
                [subparagraph  I (K)],  twenty percent (20%) times full years of
                service with the Bank,  times the Index  Retirement  Benefit for
                each year shall be paid to the Director until his death.

         D.     Discharge for Cause:

                Should the Director be discharged for cause at any time prior to
                his  Retirement  Date,  all Index  Benefits under this Agreement
                [subparagraphs III (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.

                                       3
<PAGE>


III.     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 directors,  their  beneficiaries or any successor in interest 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 extent, 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  any  director  be deemed to have any lien nor
         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.


IV.      CHANGE OF CONTROL

         Upon a Change of Control [as defined in subparagraph I (J) herein],  if
         the  Director  is  subsequently  terminated  then he shall  receive the
         benefits  promised in this Agreement upon attaining  Normal  Retirement
         Age, as if he had been  continuously  serving the Bank until that time.
         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.

         This  Director's  Indexed  Retirement  Program  adopted this 3rd day of
         February, 1995.


                                       FIRST FEDERAL SAVINGS BANK OF LAGRANGE



                                       /s/ John S. Holle
                                       --------------------------
                                       Chairman of the Board



                                       4
<PAGE>

                                    EXHIBIT A


1.    Assumed Insured:              Albert G. Bailey
      Insurance Company:            Security Life of Denver Insurance Company
      Policy Form:                  Whole Life
      Policy Name:                  Corp 4
      Insured's Age:                60
      Riders:                       None
      Ratings:                      None
      Face Amount:                  $245,418
      Premiums Paid:                $150,000
      Number of Premium Payments:   One
      Assumed Purchase Date:        February 3, 1995

2.    Assumed Insured:              Gordon M. Smith, Sr.
      Insurance Company:            Security Life of Denver Insurance Company
      Policy Form:                  Whole Life
      Policy Name:                  Corp 4
      Insured's Age:                60
      Riders:                       None
      Ratings:                      None
      Face Amount:                  $245,418
      Premiums Paid:                $150,000
      Number of Premium Payments:   One
      Assumed Purchase Date:        February 3, 1995

3.    Assumed Insured:              John W. Stewart, Jr.
      Insurance Company:            Security Life of Denver Insurance Company
      Policy Form:                  Whole Life
      Policy Name:                  Corp 4
      Insured's Age:                61
      Riders:                       None
      Ratings:                      None
      Face Amount:                  $239,013
      Premiums Paid:                $150,000
      Number of Premium Payments:   One
      Assumed Purchase Date:        February 3, 1995

4.    Assumed Insured:              John W. Stewart, Jr. (for Kelly R. Linch)
      Insurance Company:            Security Life of Denver Insurance Company
      Policy Form:                  Whole Life
      Policy Name:                  Corp 4
      Insured's Age:                61
      Riders:                       None
      Ratings:                      None
      Face Amount:                  $239,013
      Premiums Paid:                $150,000
      Number of Premium Payments:   One
      Assumed Purchase Date:        February 3, 1995

                                       5
<PAGE>

5.    Assumed Insured:              Robert W. Walters
      Insurance Company:            Security Life of Denver Insurance Company
      Policy Form:                  Whole Life
      Policy Name:                  Corp 4
      Insured's Age:                62
      Riders:                       None
      Ratings:                      None
      Face Amount:                  $232,705
      Premiums Paid:                $150,000
      Number of Premium Payments:   One
      Assumed Purchase Date:        February 3, 1995

6.    Assumed Insured:              Fred A. Durand, III
      Insurance Company:            Transamerica Assurance Company
      Policy Form:                  Universal Life
      Policy Name:                  TAC $AVER 2000
      Insured's Age:                52
      Riders:                       None
      Ratings:                      None
      Option:                       A
      Face Amount:                  $300,000
      Premiums Paid:                $150,000
      Number of Premium Payments:   One
      Assumed Purchase Date:        February 3, 1995

7.    Assumed Insured:              Hiram S. Burdette, III
      Insurance Company:            Transamerica Assurance Company
      Policy Form:                  Universal Life
      Policy Name:                  TAC $AVER 2000
      Insured's Age:                42
      Riders:                       None
      Ratings:                      None
      Option:                       A
      Face Amount:                  $450,000
      Premiums Paid:                $150,000
      Number of Premium Payments:   One
      Assumed Purchase Date:        February 3, 1995

8.    Assumed Insured:              Steven P. Teaver
      Insurance Company:            Transamerica Assurance Company
      Policy Form:                  Universal Life
      Policy Name:                  TAC $AVER 2000
      Insured's Age:                43
      Riders:                       None
      Ratings:                      None
      Option:                       A
      Face Amount:                  $450,000
      Premiums Paid:                $150,000
      Number of Premium Payments:   One
      Assumed Purchase Date:        February 3, 1995

                                       6
<PAGE>

9.    Assumed Insured:              Jacob B. Jarrell, II
      Insurance Company:            Alexander Hamilton Life Insurance Company
      Policy Form:                  Universal Life
      Policy Name:                  Executive Security Plan II
      Insured's Age:                65
      Riders:                       None
      Ratings:                      None
      Option:                       A
      Face Amount:                  $209,000
      Premiums Paid:                $150,000
      Number of Premium Payments:   One
      Assumed Purchase Date:        February 3, 1995


                                       7
<PAGE>


                                    EXHIBIT B


1.       Director Name:                           Albert G. Bailey
         Address:                                 1016 Country Club Drive
                                                  LaGrange, GA 30240
         Date of Birth:                           03/06/35
         Social Security Number:                  ###-##-####

2.       Director Name:                           Hiram S. Burdette, III
         Address:                                 128 Ashling Drive
                                                  LaGrange, GA 30240
         Date of Birth:                           09/17/52
         Social Security Number:                  ###-##-####
 
3        Director Name:                           Fred A. Durand, III
         Address:                                 721 Ridgecrest Road
                                                  LaGrange, GA 30240
         Date of Birth:                           02/22/42
         Social Security Number:                  ###-##-####

4.       Director Name:                           Jacob B. Jarrell, III
         Address:                                 650 Azalea Drive
                                                  LaGrange, GA 30240
         Date of Birth:                           03/13/29
         Social Security Number:                  ###-##-####

5.       Director Name:                           Kelly R. Linch
         Address:                                 725 Camellia Drive
                                                  LaGrange, GA 30240
         Date of Birth:                           10/16/42
         Social Security Number:                  ###-##-####

6.       Director Name:                           Gordon M. Smith, Sr.
         Address:                                 748 Lakewood Drive
                                                  LaGrange, GA 30240
         Date of Birth:                           05/26/35
         Social Security Number:                  ###-##-####

7.       Director Name:                           John W. Stewart, Jr.
         Address:                                 740 Camellia Drive
                                                  LaGrange, GA 30240
         Date of Birth:                           07/24/34
         Social Security Number:                  ###-##-####

                                       8
<PAGE>

8.       Director Name:                           Steven P. Teaver
         Address:                                 912 Country Club Road
                                                  LaGrange, GA 30240
         Date of Birth:                           06/04/51
         Social Security Number:                  ###-##-####

9.       Director Name:                           Robert W. Walters
         Address:                                 200 Pine Tree Drive
                                                  LaGrange, GA 30240
         Date of Birth:                           01/15/33
         Social Security Number:                  ###-##-####




                                       9
<PAGE>