EXHIBIT 10.7

                    SPLIT DOLLAR INSURANCE AGREEMENT BETWEEN

                    J. DANIEL SPEIGHT, JR. AND CITIZENS BANK




<PAGE>


                               INSURANCE AGREEMENT


     This  agreement  made this 2nd day of  November  , 1992 by and  between  J.
Daniel Speight, Jr. (hereinafter  referred to as "Speight") and Citizens Bank, a
banking corporation located in Vienna,  Georgia (hereinafter referred to as "the
Bank").

     WHEREAS, Speight is the chief executive officer of the Bank and contributed
substantially  to  the  overall  success  of the  Bank  by  his  leadership  and
expertise, and,

     WHEREAS,  Currently,  Speight and the Bank are partners to a "Split  Dollar
Agreement," dated November 17, 1988, that the parties wish to cancel and,

     WHEREAS,  as a part of its efforts to retain,  reward and motivate Speight,
the Bank  wishes  to assist  him in  establishing  an  adequate  life  insurance
program.

     NOW, THEREFORE, Speight and the Bank and each of them, hereby agree:

     1. That certain  Split Dollar  Agreement  between  Speight and the Bank and
dated November 17, 1988, is hereby canceled.  The insurance  contract  (Fidelity
and Guaranty Life Insurance Company policy number U776951) having been exchanged
for Southland Life Insurance Company policy number 1943173 (hereinafter referred
to as "the policy")  pursuant to Section 1035 of the Internal  Revenue Code. The
policy is an Option A with an initial face amount of $1,500,000  in  Southland's
Value 100 policy form.

      2.   The Bank shall pay the premiums due on the policy which are:
                  Year 1:  $46,900 (Paid by 1035 Exchange)
                  Year 2:  $46,900
                  Year 3:  $46,900
                  Year 4:  $46,900
                  Year 5:  $14,126

      3.   Subject to paragraph  five (5.)  hereinafter,  the Bank shall have an
           ownership  interest  in the  policy  and its cash  values  and  death
           benefit in an amount  equal to the  aggregate  total  premiums it has
           paid. In addition, should Speight die prior to his retirement, and at
           the  time of his  death  the Bank has an  ownership  interest  in the
           policy,  the Bank shall receive an  additional  $500,000 of the death
           benefit of the policy as key executive life insurance.

      4.   Subject to the Bank's  ownership  interest in the policy described in
           paragraph  3  herein  above,  Speight  shall  have all  incidents  of
           ownership  in the policy  including  the right to surrender or cancel
           the policy and the right to borrow or withdraw against the policy.

      5.   Speight  shall have the right to purchase the Bank's  interest in the
           policy  at any time by paying to the Bank the  following  amounts  of
           money at the appropriate times:

         (a)      While  employed by the Bank prior to Speight  having  attained
                  age 55, subject to subparagraph  (b) below, by paying the Bank
                  an amount of money equal to the premium it has paid, or

         (b)      Should Speight's  employment by the Bank be terminated for any
                  reason,  either by the Bank or by Speight prior to his age 55,
                  Speight shall have the option to do the following

<PAGE>

                (i.)     Within one year of the date hereof, withdrawing the sum
                         of $9,380 from the policy and  transferring  the policy
                         to the Bank or purchase the Bank's  ownership rights by
                         paying  to the bank an  amount  of  money  equal to the
                         premiums it has paid, less $9,380.

                (ii.)    Within  the  second  year  following  the date  hereof,
                         withdrawing  the sum of  $18,760  from the  policy  and
                         transferring  the  policy to the Bank or  purchase  the
                         Bank's ownership rights by paying to the bank an amount
                         of  money  equal  to the  premiums  it has  paid,  less
                         $18,760.

                (iii.)   Within  the  third  year  following  the  date  hereof,
                         withdrawing  the sum of  $28,140  from the  policy  and
                         transferring  the  policy to the Bank or  purchase  the
                         Bank's ownership rights by paying to the bank an amount
                         of  money  equal  to the  premiums  it has  paid,  less
                         $28,140.

                (iv.)    Within  the  fourth  year  following  the date  hereof,
                         withdrawing  the sum of  $37,520  from the  policy  and
                         transferring  it to the  Bank or  purchase  the  Bank's
                         ownership  rights  by  paying  to the bank an amount of
                         money equal to the premiums it has paid, less $37,520.

                (v.)     From the beginning of the fifth year following the date
                         hereof  until the date of  Speight's  fifty-fifth  (55)
                         birthday,  withdrawing  the  sum of  $46,900  from  the
                         policy  and  transferring  the  policy  to the  Bank or
                         purchase the Bank's  ownership  rights by paying to the
                         bank an amount of money  equal to the  premiums  it has
                         paid, less $46,900.

       (c)    After  Speight has attained the age of 55 years and before his age
              65 while  employed by the Bank,  Speight may  purchase  the Bank's
              ownership  interest by paying to the Bank an amount of money equal
              to 50% of the premiums it has paid, less $46,900, or

       (d)        After  Speight has reached age 65 while  employed by the Bank,
                  the Bank  shall  have no  further  ownership  interest  in the
                  policy and shall not be entitled  to any part of the  policy's
                  cash values or death benefit.

                  Following Speight's purchase of the Bank's ownership interest,
                  the Bank shall have no further interest in either the policies
                  cash values or death benefit.

         6.       SPEIGHT'S ASSIGNMENT RIGHTS.

                  Speight may, at any time,  assign to any individual,  trust or
                  other  organization  all  right,  title  and  interest  in the
                  subject policy and all rights,  options  privileges and duties
                  created under this agreement

         7.       NAMED FIDUCIARY AND PLAN ADMINISTRATOR.

                  Ms. Patti Taylor  is  hereby  designated the "named fiduciary"
                  until resignation or removal by the Board of Directors.


                                       2
<PAGE>
                       

         8.       FUNDING.

                  The funding policy for the Split Dollar  arrangement  shall be
                  to maintain the subject  policy in force by paying,  when due,
                  all premiums required.

         9.       AMENDMENT.

                  The Split Dollar plan may be amended at any time and from time
                  to time,  by a  written  instrument  executed  by the Bank and
                  Speight, their successors and assigns.

        10.       BASIS OF PREMIUM PAYMENTS AND BENEFITS.

                  Payments  to and from the Split  Dollar  Plan  adopted  herein
                  shall be in  accordance  with the  provisions  of Paragraphs 3
                  through 8, inclusive.

        11.       CLAIMS PROCEDURE FOR LIFE INSURANCE AND SPLIT DOLLAR PLAN.

                  (a)      Claim  forms or claim  information  as to the subject
                           policy can be  obtained  by  contacting  The  Benefit
                           Marketing Group, Inc.

                           When the  named  fiduciary  has a claim  which may be
                           covered under the insurance policy provisions,  he or
                           she should  contact  the  office or the person  named
                           above,  who 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
                           the claim and make a decision as to payment within 90
                           days  of  the  date  the  claim  is  received  by the
                           Insurer.  If the claim is  payable,  a benefit  check
                           will be issued to the named  fiduciary  and forwarded
                           through  the  office or person  named  above.  In the
                           event that a claim is not eligible  under the policy,
                           the Insurer  will notify the named  fiduciary  of the
                           denial.  Such  notification  will be made in  writing
                           within 90 days of the date the claim is received, and
                           will be  transmitted  through  the  office  or person
                           named  above.  The  notification   will  include  the
                           specific reasons for the denial,  as well as specific
                           reference  to the  policy  provisions  upon which the
                           denial is based.

                           The named  fiduciary  will also be informed as to the
                           steps  which  may be taken to have the  claim  denial
                           reviewed.

                           A  decision  as  to  the  validity  of a  claim  will
                           ordinarily be made within 10 working days of the date
                           the claim is received by the  Insurer.  Occasionally,
                           however,  certain  questions  may prevent the Insurer
                           from  rendering  a decision  on the  validity  of the
                           claim  within the  specific  90-day  period.  If this
                           occurs,  the named  fiduciary will be notified of the
                           reasons  for the  delay,  as well as the  anticipated
                           length of the  delay,  in  writing  and  through  the
                           office or person named above.  If future  information
                           or other  material is required,  the named  fiduciary
                           will be so informed.

                           If the  named  fiduciary  is  dissatisfied  with  the
                           denial of the claim,  or the amount  paid,  he or she
                           has 60 days from the date he or she  receives  notice
                           of a claim  denial or receipt  of the amount  paid to
                           file his or her objections to the action taken by the
                           Insurer.  If the named fiduciary  wishes to contest a
                           claim  denial,  he or she should notify the person or

                                       3
<PAGE>

                           office named above, who will assist in making inquiry
                           to the  Insurer.  All  objections  to  the  insurer's
                           actions  should be in writing  and  submitted  to the
                           person or office named above for  transmittal  to the
                           Insurer.

                           The Insurer  will  review the claim  denial or amount
                           paid and render a decision  on such  objections.  The
                           named  fiduciary  will be  informed in writing of the
                           decision  of the  Insurer  within 60 days of the date
                           the claim review  request is received by the Insurer.
                           This decision will be final.

                  (b)      Once  a  decision   has  been   rendered  as  to  the
                           distribution  of proceeds  under the claim  procedure
                           described  above  as to the  policy,  claims  for any
                           benefits  due under the Plan or the  surrender of the
                           policy  may be  made in  writing  by  Speight  or the
                           Speight's  designated  beneficiary  and  Insured  (or
                           his/her assignee) or their designated  beneficiary as
                           the case may be, to the named fiduciary.

                           In the event a claim for benefits is wholly or partly
                           denied or disputed,  the named fiduciary shall within
                           a  reasonable  period of time,  after  receipt of the
                           claim,   notify   Speight  or  Speight's   designated
                           beneficiary  and  Insured (or  his/her  assignee)  or
                           their  designated  beneficiary  as the case may be of
                           such total or partial denial or dispute listing:

                           (1)     The specific reason or reasons for the denial
                                   or dispute;

                           (2)     Specific  reference  to  pertinent  plan 
                                   provisions  upon  which the denial or dispute
                                   is based;

                           (3)     A description of any additional  information
                                   necessary  for the  claimant  to perfect the
                                   claim  and  an   explanation   of  why  such
                                   material or information is necessary; and

                           (4)     An explanation of the plan's review
                                   procedure.

                           Within 60 days of denial or notice of claim under the
                           plan,  a  claimant  may  request  that  the  claim be
                           reviewed  by the named  fiduciary  in a full and fair
                           hearing.  A final  decision  shall be rendered by the
                           named  fiduciary  within  60 days  after  receipt  of
                           request for review.

         12.      AGREEMENT BINDING UPON PARTIES.

                  This  agreement  shall  bind Bank and  Speight,  their  heirs,
                  successors, personal representatives and assigns.

         13.      INSURANCE COMPANY NOT A PARTY TO AGREEMENT.

                  The Insurer  provides this Split Dollar  Agreement  solely for
                  the convenience of its policyholders and their counsel, and is
                  not  responsible  for its  legal or tax  validity  or  effect.
                  Further,  the  Insurer  shall  not be  deemed  a party to this
                  agreement,  but will  respect  the  rights of the  parties  as
                  hereindeveloped,  upon  receiving  an  executed  copy  of this
                  agreement.

                                       4
<PAGE>

                  Insurer  shall not be  responsible  to account  for the actual
                  premium contributions of the parties hereunder, but shall rely
                  solely  upon the  written  declarations  of the parties in any
                  distributions or settlement of the policy's  lifetime or death
                  values.  Payment  or  other  performance  of  its  contractual
                  obligations  in accordance  with the policy  provisions  shall
                  fully discharge the Insurer from any and all liability.



      Executed at       Unadilla, GA     this   2nd  day of   November, 1992.
                  ----------------------        ----          ---------------



         /s/ Ginger Woodward                      /s/ J. Daniel Speight
         --------------------                     ----------------------
                  Witness                         J. Daniel Speight



         /s/ Brenda B. Smith                      /s/
         ---------------------                    -----------------------
                  Witness                         Citizen Bank




                                       5
<PAGE>

                           DESIGNATION OF BENEFICIARY


Pursuant to the terms of the attached Insurance Agreement,  dated the 2nd day of
November , 1992, I hereby  designate the following  beneficiary(ies)  to receive
any payments which may be due under that Agreement after my death:


       Primary Beneficiary                Robby W. Speight
                                          -----------------


       Secondary Beneficiary(ies)         Estate of J. Daniel Speight, Jr.
                                          --------------------------------

This  designation  hereby revokes any prior  designation  which may have been in
effect.

Dated this 2nd day of November, 1992.
           ---        ---------------



/s/ Beverly Peavy                         /s/ Joseph Daniel Speight, Jr.
--------------------                      ------------------------------
Witness                                   Joseph Daniel Speight, Jr.



                                       6
<PAGE>