EXHIBIT 10.8

                       DIRECTOR INDEXED RETIREMENT PROGRAM
                                       for
                                  CITIZENS BANK



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                      DIRECTOR'S INDEXED RETIREMENT PROGRAM


I.        DEFINITIONS

         A.       Effective Date:

                  The effective date of the Citizens Bank Director's Indexed Fee
                  Continuation Program (the Plan) shall be January 13, 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 year" shall mean the period  from the  effective
                  date to December 31 of the year of the effective date.


         C.       Normal Retirement Date:

                  The Normal  Retirement Date shall mean retirement from service
                  on the  Board of  Directors  of the  Bank  (the  Board)  which
                  becomes  effective  on the  first  day of the  calendar  month
                  following  the  month  in  which  the  Director   reaches  age
                  sixty-five (65).


         D.       Early Retirement Date:

                  Early  Retirement Date shall mean a retirement from service or
                  failure of re-election  to the Board which is effective  prior
                  to the Normal Retirement Date stated above.


         E.       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 Normal Retirement Date.


         F.       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  the  earlier  of  a
                  director's  termination of service or a director's  retirement
                  (early or normal),  such  liability  reserve  account shall be
                  increased  or  decreased  each year by an amount  equal to the
                  annual  earnings or loss for that year determined by the Index
                  (described in subparagraph I (H)  hereinafter),  less the Cost
                  of Funds Expense for that year  (described in  subparagraph  I
                  (I) hereinafter), divided by the number of participants in the
                  Plan (as defined in  subparagraph  I (J)  hereinafter)  during
                  that Plan Year. If a Director  continues to serve on the board
                  after  normal  retirement  date,  such  Director's   liability
                  reserve  account  shall  not be  increased  pursuant  to  this
                  paragraph.  In addition,  such Director shall not be deemed to
                  be a Participating Director under subparagraph (J).
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         G.       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 (H)] less the Cost of Funds Expense
                  [subparagraph  I (I)],  divided by the number of  directors in
                  the Plan [subparagraph I (J)], for each Plan Year in which the
                  Index Retirement Benefit is due.


         H.       Index:

                  The  Index  for any Plan Year  shall be the  aggregate  annual
                  after-tax income from the life insurance  contracts  described
                  in the attached Exhibit "A" on the lives of the  participating
                  directors  [described  in  subparagraph  I (J)], 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.


         I.       Cost of Funds Expense:

                  The Cost of Funds  Expense for the 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 yield on a Treasury  instrument  maturing two years
                  from July 1 (or the closest business day) of the Plan Year.


         J.       Number of Participating Directors:

                  The number of participating  directors for any Plan Year shall
                  be the  number of  directors  participating  in the Plan as of
                  December 31 of the previous year.  Participating directors are
                  those directors listed on the attached Exhibit B excluding any
                  of those  directors  whose service on the Board has terminated
                  pursuant to  subparagraph II (D) hereinafter or who have died.
                  The  policy of a  director  who is no  longer a  participating
                  director  because of death or termination of service  pursuant
                  to  subparagraph II (D) shall not be considered when computing
                  the Index [subparagraph (H)] in any Plan Year.

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II.       INDEX BENEFITS

         A.       Retirement Benefits:

                  Those  directors who remain on the Board of the Bank until the
                  "Normal  Retirement Date" defined in subparagraph I (C), shall
                  be entitled  to receive  the  balance in their  Pre-Retirement
                  Account  in ten  (10)  equal  annual  installments  commencing
                  thirty days following the Director's  retirement.  In addition
                  to these payments, the Index Retirement Benefit (as defined in
                  subparagraph  I (G) above) for each Plan Year shall be paid to
                  the  Director  until his death,  commencing  thirty  (30) days
                  following the Director's retirement.


         B.       Early Retirement or Termination of Service:

                  Should  the  Director  elect  Early  Retirement  or  otherwise
                  terminate  service  pursuant  to  paragraphs  I,  D or E,  the
                  Director shall be entitled to receive 100%,  times the balance
                  in the  Pre-Retirement  Account  paid  over ten (10)  years in
                  equal  installments  commencing thirty (30) days following the
                  Director's  severance  from the Board.  In  addition  to these
                  payments,  one hundred percent (100%) of the Index  Retirement
                  Benefit  shall be paid to the  Director  each  year  until his
                  death.

         C.       Death:

                  Should the Director die prior to having  received that portion
                  of the  Pre-Retirement  Account he was entitled to pursuant to
                  paragraph A or B herein above,  as the case may be, 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.


         D.       Termination of Service for Cause:

                  Should a director be discharged for cause,  all benefits under
                  this Agreement 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 the Director's Agreement.


         E.       Death Benefit:

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


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

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         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.


This  Director's  Indexed  Retirement  Program adopted this 13th day of January,
1995.


                                          CITIZENS BANK


/s/ Patti S. Davis                        (/s/) Wendell S. Dunaway
-----------------------                   ------------------------
Witness                                    Chairman of the Board


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                                    EXHIBIT A


1.    Assumed Insured:                Clinton B. Brannen
         Insurance Company:           Alexander Hamilton Life Insurance Company
         Policy Form:                 Universal Life
         Policy Name:                 Executive Security Plan III
         Insured's Age:               55
         Riders:                      None
         Ratings:                     None
         Option:                      A
         Face Amount:                 $158,000
         Premiums Paid:               $75,000
         Number of Premium Payments:  One
         Assumed Purchase Date:       1/13/95

2.    Assumed Insured:                Wendell S. Dunaway
         Insurance Company:           Alexander Hamilton Life Insurance Company
         Policy Form:                 Universal Life
         Policy Name:                 Executive Security Plan III
         Insured's Age:               64
         Riders:                      None
         Ratings:                     None
         Option:                      A
         Face Amount:                 $126,000
         Premiums Paid:               $75,000
         Number of Premium Payments:  One
         Assumed Purchase Date:       1/13/95

3.    Assumed Insured:                James W. Johnson
         Insurance Company:           Alexander Hamilton Life Insurance Company
         Policy Form:                 Universal Life
         Policy Name:                 Executive Security Plan III
         Insured's Age:               53
         Riders:                      None
         Ratings:                     None
         Option:                      A
         Face Amount:                 $167,000
         Premiums Paid:               $75,000
         Number of Premium Payments:  One
         Assumed Purchase Date:       1/13/95


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4.    Assumed Insured:                Cecil A. McGraw
         Insurance Company:           Alexander Hamilton Life Insurance Company
         Policy Form:                 Universal Life
         Policy Name:                 Executive Security Plan III
         Insured's Age:               56
         Riders:                      None
         Ratings:                     None
         Option:                      A
         Face Amount:                 $153,000
         Premiums Paid:               $75,000
         Number of Premium Payments:  One
         Assumed Purchase Date:       1/13/95

5.    Assumed Insured:                Wayne P. Peavy
         Insurance Company:           Alexander Hamilton Life Insurance Company
         Policy Form:                 Universal Life
         Policy Name:                 Executive Security Plan III
         Insured's Age:               55
         Riders:                      None
         Ratings:                     None
         Option:                      A
         Face Amount:                 $157,000
         Premiums Paid:               $75,000
         Number of Premium Payments:  One
         Assumed Purchase Date:       1/13/95

6.    Assumed Insured:                Charles G. Speight, Sr.
         Insurance Company:           General American Life Insurance Company
         Policy Form:                 Universal Life
         Policy Name:                 Single Premium Universal Life
         Insured's Age:               73
         Riders:                      None
         Ratings:                     Table D
         Option:                      A
         Face Amount:                 $105,918
         Premiums Paid:               $75,000
         Number of Premium Payments:  One
         Assumed Purchase Date:       1/13/95

7.    Assumed Insured:                Carol D. Arflin
         Insurance Company:           Security Life of Denver Insurance Company
         Policy Form:                 Whole Life
         Policy Name:                 Corp 4
         Insured's Age:               34
         Riders:                      None
         Ratings:                     None
         Face Amount:                 $319,314
         Premiums Paid:               $75,000
         Number of Premium Payments:  One
         Assumed Purchase Date:       1/13/95

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8.    Assumed Insured:                Larry W. Dunaway
         Insurance Company:           Security Life of Denver Insurance Company
         Policy Form:                 Whole Life
         Policy Name:                 Corp 4
         Insured's Age:               43
         Riders:                      None
         Ratings:                     None
         Face Amount:                 $202,862
         Premiums Paid:               $75,000
         Number of Premium Payments:  One
         Assumed Purchase Date:       1/13/95

9.    Assumed Insured:                Ronney S. Ledford
         Insurance Company:           Security Life of Denver Insurance Company
         Policy Form:                 Whole Life
         Policy Name:                 Corp 4
         Insured's Age:               56
         Riders:                      None
         Ratings:                     None
         Face Amount:                 $137,199
         Premiums Paid:               $75,000
         Number of Premium Payments:  One
         Assumed Purchase Date:       1/13/95

10.   Assumed Insured:                Michael C. Speight
         Insurance Company:           Security Life of Denver Insurance Company
         Policy Form:                 Whole Life
         Policy Name:                 Corp 4
         Insured's Age:               36
         Riders:                      None
         Ratings:                     None
         Face Amount:                 $254,572
         Premiums Paid:               $75,000
         Number of Premium Payments:  One
         Assumed Purchase Date:       1/13/95

11.   Assumed Insured:                Patti S. Davis
         Insurance Company:           Security Life of Denver Insurance Company
         Policy Form:                 Whole Life
         Policy Name:                 Corp 4
         Insured's Age:               38
         Riders:                      None
         Ratings:                     None
         Face Amount:                 $279,535
         Premiums Paid:               $75,000
         Number of Premium Payments:  One
         Assumed Purchase Date:       1/13/95

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12.   Assumed Insured:                Don G. Davis
         Insurance Company:           Transamerica Assurance Company
         Policy Form:                 Universal Life
         Policy Name:                 TAC-$aver 2000
         Insured's Age:               46
         Riders:                      None
         Ratings:                     None
         Option:                      A
         Face Amount:                 $200,000
         Premiums Paid:               $75,000
         Number of Premium Payments:  One
         Assumed Purchase Date:       1/13/95

13.   Assumed Insured:                Charles G. Speight, Jr.
         Insurance Company:           Transamerica Assurance Company
         Policy Form:                 Universal Life
         Policy Name:                 TAC-$aver 2000
         Insured's Age:               49
         Riders:                      None
         Ratings:                     None
         Option:                      A
         Face Amount:                 $170,000
         Premiums Paid:               $75,000
         Number of Premium Payments:  One
         Assumed Purchase Date:       1/13/95

14.   Assumed Insured:                J. Daniel Speight, Jr.
         Insurance Company:           Transamerica Assurance Company
         Policy Form:                 Universal Life
         Policy Name:                 TAC-$aver 2000
         Insured's Age:               38
         Riders:                      None
         Ratings:                     None
         Option:                      A
         Face Amount:                 $275,000
         Premiums Paid:               $75,000
         Number of Premium Payments:  One
         Assumed Purchase Date:       1/13/95


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                                    EXHIBIT B


         Director Name:               Clinton B. Brannen, Jr.
         Address:                     Route 1, Box 201C
                                      Unadilla, GA 31092
         Date of Birth:               2/13/39
         Social Security Number:      ###-##-####

         Director Name:               Wendell S. Dunaway
         Address:                     300 Houston Street
                                      Hawkinsville, GA 31036
         Date of Birth:               2/5/30
         Social Security Number:      ###-##-####

         Director Name:               James W. Johnson
         Address:                     P.O. Box 626
                                      Hawkinsville, GA 31036
         Date of Birth:               8/30/41
         Social Security Number:      ###-##-####

         Director Name:               Cecil A. McGraw
         Address:                     600 Deliesseline Drive
                                      Vienna, GA 31092
         Date of Birth:               9/17/38
         Social Security Number:      ###-##-####

         Director Name:               Wayne P. Peavy
         Address:                     625 Old Americus Road
                                      Vienna, GA 31092
         Date of Birth:               11/25/39
         Social Security Number:      ###-##-####

         Director Name:               Larry W. Dunaway
         Address:                     770 Thompson Drive
                                      Hawkinsville, GA 31036
         Date of Birth:               12/10/51
         Social Security Number:      ###-##-####

         Director Name:               Ronney S. Ledford
         Address:                     Route 3
                                      Vienna, GA 31092
         Date of Birth:               11/2/38
         Social Security Number:      ###-##-####

         Director Name:               Michael C. Speight
         Address:                     Azalea Drive
                                      Unadilla, GA 31091
         Date of Birth:               2/27/59
         Social Security Number:      ###-##-####

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         Director Name:               Don G. Davis
         Address:                     P.O. Box 841
                                      Unadilla, GA 31091
         Date of Birth:               8/7/48
         Social Security Number:      ###-##-####

         Director Name:               Charles G. Speight, Jr.
         Address:                     Azalea Drive
                                      Unadilla, GA 31091
         Date of Birth:               7/7/45
         Social Security Number:      ###-##-####

         Director Name:               J. Daniel Speight, Jr.
         Address:                     P.O. Box 156
                                      Vienna, GA  31092
         Date of Birth:               1/9/57
         Social Security Number:      ###-##-####

         Director Name:               Charles G. Speight, Sr.
         Address:                     P.O. Box 303, 1 Azalea Drive
                                      Unadilla, GA 31091
         Date of Birth:               4/2/22
         Social Security Number:      ###-##-####

         Director Name:               Patti S. Davis
         Address:                     P.O. Box 628, Azalea Drive
                                      Unadilla, GA 31091
         Date of Birth:               12-12-56
         Social Security Number:      ###-##-####

         Director Name:               Carol D. Arflin
         Address:                     P.O. Box 555
                                      Unadilla, GA 31091
         Date of Birth:               10/8/60
         Social Security Number:      ###-##-####



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