EXHIBIT 10.17


                     FORM OF DEFERRED COMPENSATION AGREEMENT
                          BETWEEN THE CITIZENS BANK AND
                           THE FOLLOWING INDIVIDUALS:


                               John, R. Hines, Jr.
                                 Yvonne McKibben
                                  Phil Waldrop
                                  Billy Tucker
                                   Jim Lasater
                                  John McKibben
                                  Mack Reynolds



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                                     FORM OF
                         DEFERRED COMPENSATION AGREEMENT


     Agreement,   this  ___day  of  ________,   between  The  Citizens  Bank,  a
corporation  having its principal  office in Hogansville,  Georgia  (hereinafter
referred  to as the Bank) and  ______________  (hereinafter  referred  to as the
Director) a resident of Troup County and State of Georgia.

     Whereas the  Director has been on the Board of the Bank for a period of ___
years and is responsible  for the  supervisory  and functional  operation of the
Bank; and

     Whereas the Director has rendered the Bank  valuable  service and it is the
desire of the Bank to have the  benefit  of the  Director's  continued  loyalty,
service and  counsel  and also to assist him in  providing  for  retirement  and
death, it is hereby agreed:

     1. If the Director dies prior to retirement  and while still serving in his
capacity as Director,  the Bank shall, beginning on the first anniversary of the
Director's death, pay annual  installments of $_____________ for ten (10) years,
with each payment due on the anniversary of the Director's death.

     2. If the Director serves  continuously as a Director until his sixty-fifth
birthday,  then, beginning on his sixty-sixth birthday, the Bank will pay to the
Director annual  installments of  $_____________  for a period of ten (10) years
with each installment being due on the director's birthday. If the Director dies
after  retirement but prior to receiving the ten annual  installments  as herein
provided, the unpaid balance of the payments due will continue to be paid by the
Bank to the Director's beneficiary as defined in paragraph 8 hereof.

     3. The Director  shall  forfeit all rights in and to any  benefits  payable
under the terms of this Agreement if:

          (a) He dies by suicide (whether sane or insane) within two years after
     the  signing of this  Agreement.

          (b) If he voluntarily leaves the Bank's service as a Director any time
     prior to sixty months from the date of this Agreement.

          (c) He is discharged or not reelected by the stockholders for any just
     cause  prior to his death or his  attainment  of age  sixty-five  whichever
     first occurs.

     4. In the event a Director  voluntarily  leaves the  service of the Bank in
his capacity as a director  after a period of sixty months from the date of this
Agreement,  then and in that event upon said director's reaching his sixty-fifth
birthday, or his death whichever first occurs, he or his beneficiary hereinafter
specified in paragraph 8 will be entitled to a portion of the benefit  described
in paragraph 2 hereinabove.  Said portion to be a ratio of the stated benefit in
said  paragraph 2. The  numerator of said ratio being the number of years served
after the date of this Agreement and the  denominator  being the number of years
between the date of this  Agreement and the date of the  director's  sixty-fifth
birthday.

     5. The Bank may,  in its sole  discretion,  permit the  Director  to take a
leave of absence for a period not to exceed twelve months.  During this time the
Director will be considered to be in the service of the Bank for the purposes of
this Agreement.

     6.  Except to the extent  that this  provision  may be  contrary to law, no
collateral assignment,  pledge,  collateralization,  or attachment of any of the
benefits under this Agreement  shall be valid or recognized by the Bank. None of
the  payments  provided  for by this  Agreement  shall be subject to seizure for
payment of any debts or judgments  against the Director or any Beneficiary,  nor
shall  the  Director  or any  Beneficiary  have any right to  transfer,  modify,
anticipate  or  encumber  any  rights or  benefits  hereunder;  except  that the
provisions  of this  paragraph  are not  intended  to and will not  prohibit  an
assignment of this Agreement executed pursuant to the Director's  individual tax
and/or estate planning program. However, the Assignee for any such purpose shall
hold any  interest  obtained  subject to and  controlled  by all the  provisions
stated hereinabove.


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     7. During the lifetime of the  Director,  this  Agreement may be amended or
revoked at any time in whole or in part by the mutual  written  agreement of the
Parties.

     8.  In the  event  of the  Director's  death,  any  remaining  installments
provided for in paragraph 2 hereof or any payments provided in paragraph 1 shall
be paid  to  _____________,  if  living,  or if  _____________  predeceases  the
Director, then to _____________.  The Beneficiary named herein may be changed at
any time by a written  amendment  property executed by the Director and the Bank
and attached to and made a part of this Agreement.

     9. This Agreement shall be governed by the laws of the State of Georgia.

     This  Agreement is solely  between the Bank and the  Director.  It shall be
binding upon the parties hereto, their heirs, assigns, successors, executors and
administrators.  The  successors of the Bank shall include but not be limited to
successors by purchase, merger, or consolidation.

     IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Agreement at
Hogansville, Georgia, in the County of Troup, State of Georgia, on this ____ day
of ____________.

                                                 The Citizens Bank

                                                 By:________________

                                                 Attest:______________

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Witness

                                                  ------------------
                                                      Director

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Witness