HOMELAND BANKSHARES CORPORATION          EXHIBIT 10.5
                         SUPPLEMENTAL RETIREMENT INCOME PLAN


     I.   Purpose

          The  purpose of the Supplemental Retirement Income Plan ("Plan") is to
          provide appropriate  supplemental retirement and survivor benefits for
          key executives of Homeland  Bankshares Corporation ("Company") and its
          subsidiaries.    The  Plan was  originally  adopted  by  the Board  of
          Directors of Homeland Bankshares Corporation on June 20, 1995.  

     II.  Eligibility

          Key executives with at least ten years of service with the Company, or
          equivalent years  of service or experience  with another organization,
          or who are expected  to have at least  ten years of service  by normal
          retirement age  (65), as designated  by the Board of  Directors of the
          Company to be  eligible, shall  be provided benefits  under the  Plan.
          The  participants  shall  be  designated pursuant  to  an  appropriate
          resolution of the Board of Directors.  

     III. Retirement Income

          The Plan provides for a base retirement benefit of fifty percent (50%)
          of  the  participant's  highest   annual  compensation  (base  salary,
          incentives, and  bonuses)  during  the  five  years  prior  to  normal
          retirement age (65) dependent  upon the number of years of  service or
          equivalent  experience credited  to  the participant,  reduced by  the
          annual benefit available to the participant under  the defined benefit
          pension plan sponsored by the Company.  A participant must have twenty
          (20) years of service or credited  service and have an attained age of
          65 to receive the maximum benefit.  

          Retirement with full benefits may occur beginning on the first  day of
          the  month following  attainment of  age 65.   In  the event  of early
          retirement  (after age  55 but  prior  to age  65),  benefits will  be
          reduced at the rate of 1% per year for each year prior to age  65 that
          retirement occurs AND 1% for each year  of service or credited service
          less than  20 years accumulated  by the participant.   For example, if
          retirement  occurs at age  60 with 15  years of service,  benefits are
          reduced by 5% for the early  retirement due to age and another 5%  for
          service less than 20 years making a total targeted benefit of 40%.  

     IV.  Manner of Payment

          The retirement benefit will  be paid to the participant  on a monthly,
          quarterly, or annual basis, as determined by the Board of Directors.  

     V.   Survivor Benefits

          A.   Death After Retirement

               In the event of the  death of the participant during the  15 year
               period following retirement,  the supplemental payments  provided
               under  this Plan shall  be paid to the  surviving spouse or other
               designated beneficiary for the balance of the 15 year period.  

     V.   Survivor Benefits (continued)

          B.   Death Before Retirement

               In the event  of death  during active employment,  a base salary 
               continuation benefit  of 50% of the  participant's current salary
               at  time of death  will be paid for  a period of  one year, and a
               survivor's  benefit equal  to  25% of  the participant's  highest
               annual salary and bonus during the five years prior to death will
               be paid to the  surviving spouse or other designated  beneficiary
               for a period of fourteen years.  

     VI.  Annual Compensation

          Bonus and/or incentive compensation will be counted in determining the
          highest  annual compensation  during the  five years  prior to  normal
          retirement  age  (65),  upon  which  retirement  and  survivor  income
          benefits are based under the Plan.  

     VII. Financing of the Plan

          The Plan  will be unfunded  and benefits will  be paid out  of general
          corporate funds.  

     VIII.     Exclusions

          No benefits shall be payable under  this Plan if retirement other than
          for reasons of disability occurs prior  to age 55; or if employment is
          terminated  for  cause; or  if the  participant  resigns; or  if after
          retirement the participant is  employed in a capacity which  is deemed
          by the Board  of Directors to be competitive with  and contrary to the
          best interest of the Company.  

     IX.  Accelerated Vesting

          In the event the Company becomes a party to any merger, consolidation,
          reorganization or  is acquired, participants  under this Plan  with at
          least five years of service will  be immediately vested with a benefit
          payment equal to 15% of their annual compensation at the  time of such
          event payable for  15 years at the election of  the participant.  This
          provision  will not affect any payments provided under any contract or
          agreement between the Company and the participant.  

          Notwithstanding  the  above, should  the  participant  have a  greater
          benefit under this Plan by electing either early or normal retirement,
          the participant shall receive the greater of the vested benefit or the
          supplemental retirement income benefit.  

     X.   Modifications

          The  Board of  Directors  of  the  Company shall  have  the  right  to
          designate  additional participants as well  as the right  to modify or
          discontinue the Plan  as it deems to  be in the best  interests of the
          Company;   provided,   however,   that   no   such   modification   or
          discontinuance  shall serve to reduce any benefits under this Plan for
          any executive  who was already a participant in the Plan prior to such
          modification or discontinuance.  

     XI.  Effective Date

          The Plan shall be effective as of July 1, 1995.