EXHIBIT 10.13

                           FORM OF DIRECTOR AGREEMENT
                 (Pursuant to Director Indexed Fee Continuation
                    Program for First Federal Savings Bank of
                    LaGrange) for the following individuals:


         Albert G. Bailey
         Hiram S. Burdette, III
         Fred A. Durand, III
         Jacob B. Jarrell, III
         Kelly R. Linch
         Gordon M. Smith, Sr.
         John W. Stewart, Jr.
         Steven P. Teaver
         Robert W. Walters


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                                     FORM OF
                    DIRECTOR INDEXED FEE CONTINUATION PROGRAM
                               DIRECTOR AGREEMENTS


         This Agreement,  made and entered into this 3rd day of February,  1995,
by and between  First  Federal  Savings Bank of LaGrange,  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 Director".

         The  Director  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  Director'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  Director'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 Director terminate his service on the Board.

         Accordingly,  the  Board of the  Bank has  adopted  the  First  Federal
Savings Bank of LaGrange  Director Indexed Fee  Continuation  Program (the Plan)
and it is the desire of the Bank and the  Director to enter into this  Agreement
under which the Bank will agree to make certain  payments to the  Director  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 Director,  for purposes of the Employee  Retirement
Security  Act of 1974  (ERISA).  The  Director  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 Director 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 Director  agree as
follows:

I.       INDEXED PLAN

         The Director is hereby  subject to the terms and conditions of the Plan
adopted by the Board of  Directors  of the Bank to be  effective  on February 3,
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  Director,  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
                  separate  maintenance owed by the Director or his beneficiary,
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                  nor be  transferable  by  operation  of law  in the  event  of
                  bankruptcy, insolvency or otherwise. In the event the Director
                  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 Director, this Agreement may be amended or
                  revoked  at any time or  times,  in  whole or in part,  by the
                  mutual written consent of the Director 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 Director 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 First  Federal  Savings  Bank of  LaGrange  until his
                  resignation  or  removal by the Board of  Directors.  As Named
                  Fiduciary and Plan  Administrator,  First Federal Savings Bank
                  of LaGrange shall be responsible for the  management,  control
                  and  administration of the Director's Indexed Fee Continuation
                  Plan as  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.

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         B.       Claims Procedure and Arbitration:

                  In the  event  a  dispute  arises  over  benefits  under  this
                  Agreement and benefits are not paid to the Director (or to his
                  beneficiary  in the  case of the  Director'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  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
                  Director "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.


         IN  WITNESS  WHEREOF,  the  parties  hereto  acknowledge  that each has
carefully read this  Agreement and executed the original  thereof on the 3rd day
of February,  1995,  and that,  upon  execution,  each has received a conforming
copy.

                                       FIRST FEDERAL SAVINGS BANK OF LAGRANGE


                                       By:
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Witness                                Title



                                       By:
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Witness


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