EXHIBIT 99.5







                            NEWNAN SAVINGS BANK, FSB
                                      PROXY
                       SOLICITED BY THE BOARD OF DIRECTORS
                     FOR THE SPECIAL MEETING OF SHAREHOLDERS
                        TO BE HELD ON ____________, 1996

     The undersigned hereby appoints ______________ and ______________, or
either of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them or either of them to represent and to vote, as designated
below, all of the Common Stock of Newnan Savings Bank, FSB ("Newnan Savings"),
19 Jefferson Street, Newnan, Georgia, which the undersigned would be entitled to
vote if personally present at the Special Meeting of Shareholders (the
"Meeting") to be held at the main office of Newnan Savings, 19 Jefferson Street,
Newnan, Georgia, on ______________, 1996 at ________ __.m., and at any
adjournments thereof, upon the proposal described in the accompanying Notice of
the Special Meeting and the Joint Proxy Statement/Prospectus relating to the
Meeting, receipt of which are hereby acknowledged.

            THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR THE PROPOSAL.

PROPOSAL ONE:  The reorganization of Newnan Savings into a holding company
               structure pursuant to the Plan of Reorganization, as described in
               the Joint Proxy Statement/Prospectus.

               / /  FOR              / /  AGAINST           / /  ABSTAIN

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION TO THE CONTRARY IS INDICATED, IT WILL
BE VOTED FOR THE PROPOSAL.

DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS WHICH MAY
COME BEFORE THE SPECIAL MEETING.


     If stock is held in the name of more than one person, all holders should
sign.  Signatures should correspond exactly with the name or names appearing on
the stock certificate(s).  When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.  If a corporation, please
sign in full corporate name by President or other authorized officer.  If a
partnership, please sign in partnership name by authorized person.


                                        Date:                             , 1996
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                                        ----------------------------------------
                                        Name(s) of Shareholder(s)


                                        ----------------------------------------
                                        Signature(s) of Shareholder(s)


Please mark, date and sign this Proxy, and return it in the enclosed return-
addressed envelope.  No postage is necessary.


              PLEASE RETURN PROXY BEFORE                    , 1996
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