<PAGE>   1
 
                                                                    EXHIBIT 10.9
 
                             FIRST BANK OF GEORGIA
 
                  DIRECTOR'S INDEXED FEE CONTINUATION PROGRAM
 
I. DEFINITIONS
 
A. EFFECTIVE DATE:
 
     The Effective Date of the First Bank of Georgia Director's Indexed Fee
Continuation Program (the Plan) shall be January 1, 1996.
 
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 sixty-five (65) 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 Directors 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.
 
G. 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 (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
 
                                        1
<PAGE>   2
 
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 aftertax 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 as filed
with the Federal Reserve 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 I (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.
 
K. NORMAL RETIREMENT AGE:
 
     Normal Retirement Age shall mean the date on which the Director attains age
sixty-five (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 Normal
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.
 
                                        2
<PAGE>   3
 
C. TERMINATION OF SERVICE:
 
     Should a Director suffer a Termination of Service [subparagraph I (D)], he
shall be entitled to receive ten percent (10%), 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)], ten percent (10%) 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.
 
III. DEFERRAL BENEFITS
 
     Any director wishing to defer any portion or all of his director fees may
elect to defer any portion or all of his fee each year until his retirement. The
Bank shall establish a Deferred Compensation Account in the name of the
Director, and credit that account with the deferrals. The Bank shall also credit
interest to the Deferred Compensation Account balance on December 31st of each
year. The interest rate credited shall be two hundred percent (200%) of the
one-year treasury rate as of the crediting date to a minimum of ten percent
(10%).
 
     The Director will make his election to defer by filing with the Bank a
written statement setting forth the amount and timing of the deferrals. This
statement must be filed prior to having earned the deferred income.
 
     Upon the Director's Retirement Date or Termination of Service from the
Board [subparagraph I (C) and (D) herein above], the balance of the Director's
Deferred Compensation Account shall be payable to the Director in ten (10) equal
annual installments with interest at ten percent (10%) per annum.
 
     Should the Director die while there is a balance in his Deferred
Compensation Account, such balance shall be paid pursuant to subparagraph II (C)
herein above.
 
     Each Director shall start with a balance in his Deferred Compensation
Account as of the date hereof. This initial balance is in consideration of the
canceled agreement described in Paragraph VI hereof.
 
IV. 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.
 
                                        3
<PAGE>   4
 
     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.
 
V. 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 his Normal Retirement Age. 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.
 
VI. AGREEMENT CANCELLED
 
     Each of the Directors and the Bank are currently parties to an agreement
dated the 27th day of June, 1994 and entitled Directors Defined Benefit Plan
Agreement. This Directors Indexed Retirement Program is a replacement of the
Directors Defined Benefit Plan and thus all the Directors Defined Benefit Plan
Agreements are hereby canceled.
 
     This Director's Indexed Retirement Program adopted this 18th day of
January, 1996.
 
                                          FIRST BANK OF GEORGIA
 
                                          /s/  Ray E. Hannah
                                          --------------------------------------
                                          Chairman of the Board
 
                                        4
<PAGE>   5
 
                                                                       EXHIBIT A
 
<TABLE>
  <S>  <C>                                         <C>
  1.   Assumed Insured:                            Richard W. Cheely
       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:                                $225,000
       Premiums Paid:                              $70,000
       Number of Premium Payments:                 One
       Assumed Purchase Date:                      May 10, 1994
  2.   Assumed Insured:                            James A. Eidson
       Insurance Company:                          Alexander Hamilton Life Insurance
       Policy Form:                                Flexible Premium Adjustable Life
       Policy Name:                                Executive Security Plan III
       Insured's Age:                              41
       Riders:                                     None
       Ratings:                                    None
       Option:                                     A
       Face Amount:                                $207,000
       Premiums Paid:                              $65,000
       Number of Premium Payments:                 One
       Assumed Purchase Date:                      May 10, 1994
  3.   Assumed Insured:                            Ray E. Hannah
       Insurance Company:                          Transamerica Assurance Company
       Policy Form:                                Universal Life
       Policy Name:                                TAC-$aver 2000
       Insured's Age:                              58
       Riders:                                     None
       Ratings:                                    None
       Option:                                     A
       Face Amount:                                $200,000
       Premiums Paid:                              $105,000
       Number of Premium Payments:                 One
       Assumed Purchase Date:                      May 10, 1994
  4.   Assumed Insured:                            James L. Lynn
       Insurance Company:                          Alexander Hamilton Life Insurance
       Policy Form:                                Flexible Premium Adjustable Life
       Policy Name:                                Executive Security Plan III
       Insured's Age:                              53
       Riders:                                     None
       Ratings:                                    None
       Option:                                     A
       Face Amount:                                $199,000
       Premiums Paid:                              $90,000
       Number of Premium Payments:                 One
       Assumed Purchase Date:                      May 10, 1994
</TABLE>
 
                                        5
<PAGE>   6

  <TABLE>
  <S>                                              <C>
  5.   Assumed Insured:                            Richard G. Stilley
       Insurance Company:                          General American Life Insurance
       Policy Form:                                Flexible Premium Adjustable Life
       Policy Name:                                Universal Life
       Insured's Age:                              44
       Riders:                                     None
       Ratings:                                    None
       Option:                                     A
       Face Amount:                                $704,321
       Premiums Paid:                              $135,000
       Number of Premium Payments:                 One
       Assumed Purchase Date:                      May 10, 1994
  6.   Assumed Insured:                            Hugh S. Thompson, M.D.
       Insurance Company:                          Alexander Hamilton Life Insurance
       Policy Form:                                Universal Life
       Policy Name:                                Executive Security Plan III
       Insured's Age:                              66
       Riders:                                     None
       Ratings:                                    None
       Option:                                     A
       Face Amount:                                $184,000
       Premiums Paid:                              $115,000
       Number of Premium Payments:                 One
       Assumed Purchase Date:                      May 10, 1994
  7.   Assumed Insured:                            Conrad M. Waller
       Insurance Company:                          General American Life Insurance
       Policy Form:                                Flexible Premium Adjustable Life
       Policy Name:                                Universal Life
       Insured's Age:                              57
       Riders:                                     None
       Ratings:                                    None
       Option:                                     A
       Face Amount:                                $363,398
       Premiums Paid:                              $150,000
       Number of Premium Payments:                 One
       Assumed Purchase Date:                      May 10, 1994

</TABLE>

 
                                        6
<PAGE>   7
 
                                                                       EXHIBIT B
 
<TABLE>
<S>                             <C>
Director Name:                  Richard W. Cheely
Address:                        195 Emerald Lake Drive, Fayetteville, GA 30214
Date of Birth:                  April 19, 1951
Social Security Number:         ###-##-####
Director Name:                  James A. Eidson
Address:                        2515 Habersham NW, Atlanta, GA 30305
Date of Birth:                  June 3, 1952
Social Security Number:         ###-##-####
Director Name:                  Ray E. Hannah
Address:                        137 Valley Brook Drive, Fairburn, GA 30213
Date of Birth:                  January 22, 1936
Social Security Number:         ###-##-####
Director Name:                  James L. Lynn
Address:                        118 Crescent Drive, Newnan, GA 30263
Date of Birth:                  November 23, 1940
Social Security Number:         ###-##-####
Director Name:                  Cannis E. McLain
Address:                        2192 Carmen Court, Morrow, GA 30260
Date of Birth:                  May 5, 1931
Social Security Number:         ###-##-####
Director Name:                  Richard G. Stilley
Address:                        515 Autumn Wood Close, Roswell, GA 30075
Date of Birth:                  April 8, 1950
Social Security Number:         ###-##-####
Director Name:                  Hugh S. Thompson, M.D.
Address:                        707 Highway 314, Fayetteville, GA 30214
Date of Birth:                  April 16, 1928
Social Security Number:         ###-##-####
Director Name:                  Conrad M. Waller
Address:                        1307 Winbarn Drive, East Point, GA 30344
Date of Birth:                  February 23, 1937
Social Security Number:         ###-##-####
</TABLE>
 
                                        7
<PAGE>   8
 
                   DIRECTOR INDEXED FEE CONTINUATION PROGRAM
 
                               DIRECTOR AGREEMENT
 
     This Agreement, made and entered into this      day of                ,
1996, by and between First Bank of Georgia, a Bank organized and existing under
the laws of the State of Georgia, hereinafter referred to as "the Bank", and
James A. Eidson 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.
 
     The Bank and the Director are parties to an agreement dated the 27th day of
June, 1994 entitled Directors Defined Benefit Plan Agreement which they wish to
cancel and replace with a new plan.
 
     Accordingly, the Board of the Bank has adopted the First Bank of Georgia
Director Indexed Fee Continuation Program (the Plan) whereby the Director will
enter into this Agreement under which the Bank agrees 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 January 1,
1996; a copy of the terms and conditions of the Plan being attached hereto as
Exhibit I and made a part hereof by reference.
 
II. AGREEMENT CANCELLED
 
     Each of the Directors and the Bank are currently parties to an agreement
dated the 27th day of June, 1994 and entitled Directors Defined Benefit Plan
Agreement. This Directors Indexed Retirement Program is a replacement of the
Directors Defined Benefit Plan and thus all the Directors Defined Benefit Plan
Agreements are hereby canceled.
 
III. DEFERRED COMPENSATION
 
     The Director shall have a starting balance in his Deferred Compensation
Account of $16,606.40 (sixteen thousand, six hundred and six dollars and forty
cents only).
 
IV. MISCELLANEOUS
 
A. ALIENABILITY AND ASSIGNMENT PROHIBITION:
 
     Neither the Director, his/her surviving spouse 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
<PAGE>   9
 
for the payment of any debts, judgments, alimony or separate maintenance owed by
the Director or his beneficiary, 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
Bank of Georgia until its resignation or removal by the Board of Directors. As
Named Fiduciary and Plan Administrator, First Bank of Georgia shall be
responsible for the management, control and administration of the Director's
Indexed Fee Continuation Plan as established herein. The Named Fiduciary 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.
 
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
 
                                        2
<PAGE>   10
 
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      day of
               , 1996, and that, upon execution, each has received a conforming
copy.
 
<TABLE>
<S>                                                         <C>  <C>
                                                            FIRST BANK OF GEORGIA
 
                                                            By:
-----------------------------------------------------            ----------------------------------------
Witness                                                          Title
 
                                                            By:
-----------------------------------------------------            ----------------------------------------
Witness                                                          Director
</TABLE>
 
                                        3
<PAGE>   11
 
                                 LIFE INSURANCE
                      ENDORSEMENT METHOD SPLIT DOLLAR PLAN
                                   AGREEMENT
 
<TABLE>
<S>                             <C>
Insurer:                        Alexander Hamilton Life Insurance Company
Policy Number:
Bank:                           First Bank of Georgia
Insured:
Relationship of Insured to      Director
  Bank:
</TABLE>
 
     The respective rights and duties of the Bank and the Insured in the subject
policy shall be as defined in the following:
 
I. DEFINITIONS
 
     Refer to the policy contract for the definition of all terms in this
Agreement.
 
II. POLICY TITLE AND OWNERSHIP
 
     Title and ownership shall reside in the Bank for its use and for the use of
the Insured all in accordance with this Agreement. The Bank alone may, to the
extent of its interest, exercise the right to borrow or withdraw on the policy
cash values. Where the Bank and the Insured (or assignee, with the consent of
the Insured) mutually agree to exercise the right to increase the coverage under
the subject split dollar policy, then, in such event, the rights, duties and
benefits of the parties to such increased coverage shall continue to be subject
to the terms of this Agreement.
 
III. BENEFICIARY DESIGNATION RIGHTS
 
     The Insured (or assignee) shall have the right and power to designate a
beneficiary or beneficiaries to receive his share of the proceeds payable upon
the death of the Insured, and to elect and change a payment option for such
beneficiary, subject to any right or interest the Bank may have in such
proceeds, as provided in this Agreement.
 
IV. PREMIUM PAYMENT METHOD
 
     The Bank shall pay an amount equal to the planned premiums and any other
premium payments that might become necessary to keep the policy in force.
 
V. TAXABLE BENEFIT
 
     Annually the Insured will receive a taxable benefit equal to the assumed
cost of insurance as required by the Internal Revenue Service. The Bank (or its
administrator) will report to the Employee the amount of imputed income received
each year on Form W-2 or its equivalent.
 
VI. DIVISION OF DEATH PROCEEDS
 
     Subject to Paragraph VII herein, the division of the death proceeds of the
policy is as follows:
 
          A. The Insured's beneficiary(ies), designated in accordance with
     Paragraph III, shall be entitled to an amount equal to eighty percent (80%)
     of the net at risk insurance portion of the proceeds. The net at risk
     insurance portion is the total proceeds less the cash value of the policy.
 
          B. The Bank shall be entitled to the remainder of such proceeds.
<PAGE>   12
 
          C. The Bank and the Insured (or assignees) shall share in any interest
     due on the death proceeds on a pro rata basis as the proceeds due each
     respectively bears to the total proceeds, excluding any such interest.
 
VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
 
     The Bank shall at all times be entitled to an amount equal to the policy's
cash value, as that term is defined in the policy contract, less any policy
loans and unpaid interest or cash withdrawals previously incurred by the Bank
and any applicable surrender charges. Such cash value shall be determined as of
the date of surrender or death as the case may be.
 
VIII. PREMIUM WAIVER
 
     If the policy contains a premium waiver provision, such waived amounts
shall be considered for all purposes of this Agreement as having been paid by
the Bank.
 
IX. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
 
     In the event the policy involves an endowment or annuity element, the
Bank's right and interest in any endowment proceeds or annuity benefits, on
expiration of the deferment period, shall be determined under the provisions of
this Agreement by regarding such endowment proceeds or the commuted value of
such annuity benefits as the policy's cash value. Such endowment proceeds or
annuity benefits shall be considered to be like death proceeds for the purposes
of division under this Agreement.
 
X. TERMINATION OF AGREEMENT
 
     This Agreement shall terminate at the option of the Bank following thirty
(30) days written notice to the Insured upon the happening of any one of the
following:
 
          1. The Insured shall be in violation of the terms and conditions of
     that certain Director Indexed Fee Continuation Plan Agreement dated the
          of             , 1996, or
 
          2. The Insured shall leave the service of the Bank (voluntarily or
     involuntarily) prior to five years of service on the board, or
 
          3. The Insured shall be discharged from service with the Bank for
     cause. 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.
 
     Upon such termination, the Insured (or assignee) shall have a ninety (90)
day option to receive from the Bank an absolute assignment of the policy in
consideration of a cash payment to the Bank, whereupon this Agreement shall
terminate. Such cash payment shall be the greater of:
 
          1. The Bank's share of the cash value of the policy on the date of
     such assignment, as defined in this Agreement.
 
          2. The amount of the premiums which have been paid by the Bank prior
     to the date of such assignment.
 
     Should the Insured (or assignee) fail to exercise this option within the
prescribed ninety (90) day period, the Insured (or assignee) agrees that all of
his rights, interest and claims in the policy shall terminate as of the date of
the termination of this Agreement.
 
     Except as provided above, this Agreement shall terminate upon distribution
of the death benefit proceeds in accordance with Paragraph VI above.
 
                                        2
<PAGE>   13
 
XI. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS
 
     The Insured may not, without the written consent of the Bank, assign to any
individual, trust or other organization, any right, title or interest in the
subject policy nor any rights, options, privileges or duties created under this
Agreement.
 
XII. AGREEMENT BINDING UPON THE PARTIES
 
     This Agreement shall bind the Insured and the Bank, their heirs,
successors, personal representatives and assigns.
 
XIII. NAMED FIDUCIARY AND PLAN ADMINISTRATOR
 
     First Bank of Georgia is hereby designated the "Named Fiduciary" until
resignation or removal by the board of directors. As Named Fiduciary, the bank
shall be responsible for the management, control, and administration of this
Split Dollar Plan as established herein. The Named Fiduciary may allocate to
others certain aspects of the management and operation responsibilities of the
plan, including the employment of advisors and the delegation of any ministerial
duties to qualified individuals.
 
XIV. FUNDING POLICY
 
     The funding policy for this Split Dollar Plan shall be to maintain the
subject policy in force by paying, when due, all premiums required.
 
XV. CLAIM PROCEDURES FOR LIFE INSURANCE POLICY AND SPLIT DOLLAR PLAN
 
     Claim forms or claim information as to the subject policy can be obtained
by contacting The Benefit Marketing Group, Inc. (770-952-1529). When the Named
Fiduciary has a claim which may be covered under the provisions described in the
insurance policy, he should contact the office named above, and they 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 and make a decision as to payment. If the claim is
payable, a benefit check will be issued to the Named Fiduciary.
 
     In the event that a claim is not eligible under the policy, the Insurer
will notify the Named Fiduciary of the denial pursuant to the requirements under
the terms of the policy. If the Named Fiduciary is dissatisfied with the denial
of the claim and wishes to contest such claim denial, he should contact the
office named above and they will assist in making inquiry to the Insurer. All
objections to the Insurer's actions should be in writing and submitted to the
office named above for transmittal to the Insurer.
 
XVI. 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.
 
XVII. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
 
     The Insurer shall not be deemed a party to this Agreement, but will respect
the rights of the parties as herein developed upon receiving an executed copy of
this Agreement. Payment or other performance in accordance with the policy
provisions shall fully discharge the Insurer for any and all liability.
 
                                        3
<PAGE>   14
 
     Executed at East Point, Georgia this      day of                , 1996.
 
<TABLE>
<S>                                                         <C>  <C>
                                                            FIRST BANK OF GEORGIA
 
                                                            By:
-----------------------------------------------------            ----------------------------------------
Witness                                                          Title
 
                                                            By:
-----------------------------------------------------            ----------------------------------------
Witness                                                          Insured
</TABLE>
 
                                        4
<PAGE>   15
 
                          BENEFICIARY DESIGNATION FORM
 
PRIMARY DESIGNATION:
 
<TABLE>
<CAPTION>
                    NAME                                           RELATIONSHIP
                    ----                                           ------------
<S>                                                <C>
 
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CONTINGENT DESIGNATION:
 
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Signature of Insured                               Date
</TABLE>
 
                                        5