AMENDMENT NO. 1 TO TRUST UNDER THE SOUTHWEST GEORGIA FINANCIAL CORPORATION SUPPLEMENTAL RETIREMENT PLAN

                            AMENDMENT NO. 1
                                 TO
        TRUST UNDER THE SOUTHWEST GEORGIA FINANCIAL CORPORATION
                     SUPPLEMENTAL RETIREMENT PLAN

THIS AMENDMENT made this 20th day of August, 1997 by and between SOUTHWEST
GEORGIA FINANCIAL CORPORATION ("Company") and the TRUST DEPARTMENT OF
SOUTHWEST GEORGIA BANK, as trustee ("Trustee");


                         W I T N E S S E T H:

WHEREAS, the Company established the Trust Under the Southwest Georgia
Financial Corporation Supplemental Retirement Plan ("Trust"), effective
December 21, 1994; and

WHEREAS, the Company now desires to amend the Trust as hereinafter provided
and to provide for the adoption of the Trust by an affiliated employer;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants set forth hereinafter, the parties agree as follows:


                                  1.

Section 5(a) of the Trust is hereby amended by deleting the present
provision in its entirety and substituting the following in lieu thereof:

"The Trustee may invest in securities (including stock or rights to acquire
stock) or obligations issued by Company.  All rights associated with assets
of the Trust shall be exercised by Trustee or the person designated by
Trustee, and shall in no event be exercisable by or rest with Plan
Participants, provided, that the Company may provide the Trustee with
guidelines regarding investment of the Trust's assets and the Trustee may
consider any deemed investment elections made by Participants pursuant to
the Plan."


                                  2.

Southwest Georgia Bank ("Bank") hereby adopts the Trust for the benefit of
its employees effective as of the date hereof and agrees to be bound by all
of the terms and conditions of the Trust, as they may be amended from time
to time.  The Company consents to the Bank's adoption of the Trust.
                                  -34-

                                  3.

Except as hereby amended, the Trust shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as
of the day and year first above written.

                                     SOUTHWEST GEORGIA FINANCIAL
                                     CORPORATION

                                     By: /s/ Xxxx X. Xxxxx
                                        Vice Chairman & CEO


                                     TRUST DEPARTMENT OF
                                     SOUTHWEST GEORGIA BANK

                                     By:  /s/ Xxxxx X. Xxxxx
                                          Senior Vice President
                                          & Trust Officer


                                     SOUTHWEST GEORGIA BANK

                                     By:  /s/ Xxxx X. Xxxxx
                                          Vice Chairman & CEO