EXHIBIT 10.4

                            LONG-TERM INCENTIVE PLAN
                            ------------------------
                           OF FORSYTH BANCSHARES, INC.
                           ---------------------------

                                    ARTICLE I
                                    ---------
                                     PURPOSE
                                     -------

     1.1     PURPOSE.  The  purpose  of  this  Long-Term  Incentive  Plan  is to
             -------
provide  a  means  through which Forsyth Bancshares, Inc., a Georgia corporation
(referred  to  herein  as  the "Company"), may attract able persons to enter the
employ  of  the Company or its subsidiaries and to provide a means whereby those
key  employees  upon  whom the responsibilities of the successful administration
and  management  of the Company and its subsidiaries rest, and whose present and
potential  contributions  to  the  welfare of the Company are of importance, can
acquire  and maintain stock ownership, thereby strengthening their commitment to
the  welfare  of  the Company and their desire to continue their employment with
the  Company  or  its  subsidiaries.

     A  further  purpose  of  the  Plan  is  to  provide such key employees with
additional incentive and reward opportunities designed to enhance the profitable
growth  of  the Company.  So that the appropriate incentive can be provided, the
Plan  provides  for  the  granting  of  non-qualified  Options,  Incentive Stock
Options,  Stock  Appreciation  Rights,  Restricted Stock Awards, and Performance
Shares,  or  any  combination  of  the  foregoing.

     1.2     ESTABLISHMENT.  The  Plan  is effective as of January 1, 2000, and
              -------------
subject  to the provisions of Article XII hereof, Awards may be made as provided
herein  for a period of ten (10) years after such date.  The Plan shall continue
in  effect  after  such  ten  (10) year period until all matters relating to the
payment  of  Awards  and  administration  of  the  Plan  have  been  settled.

                                   ARTICLE II
                                   DEFINITIONS
                                   -----------

     2.1     "Award"  means,  individually  or  collectively,  any Option, Stock
Appreciation Right, Restricted Stock Award or Performance Share Award.

     2.2     "Award  Period" means a period of not less than three (3) years and
relates to Performance Share Awards as provided in Article VIII of the Plan.

     2.3     "Bank" means The Citizens Bank of Forsyth County, a Georgia banking
corporation.

     2.4     "Board"  means  the  Board  of  Directors  of  the  Company.

     2.5     "Code"  means  the Internal Revenue Code of 1986.  Reference in the
Plan  to  any  section  of the Code shall be deemed to include any amendments or
successor  provisions to such section and any regulations promulgated under such
section.

     2.6     "Committee" means the Personnel Committee of the Board, referred to
in  Article  III  hereof, or any successor committee hereafter designated by the
Board  to  administer  the  Plan.

     2.7     "Company"  means  Forsyth  Bancshares, Inc., a Georgia corporation.


<PAGE>
     2.8     "Date of Grant" means the date on which the granting of an Award is
authorized  by  the Board or such later date as may be specified by the Board in
such  authorization.

     2.9     "Eligible  Employee"  means  any  person  regularly employed by the
Company  or  a Subsidiary on a full-time salaried basis who satisfies all of the
requirements  of  Article  V  hereof.

     2.10     "Fair  Market  Value"  means,  as  applicable and in the following
order  of  priority,  (a)  the closing market price of the Stock reported in the
consolidated  trading  prices  for any national securities exchange on which the
Stock  is  listed  on the Valuation Date, or (b) if the Stock is actively traded
over  the counter, the mean between the closing bid and asked price of the Stock
on  the  Valuation  Date,  or  (c)  if the Stock is neither listed on a national
securities  exchange nor actively traded over the counter, the fair market value
of  the  Stock  determined  in  good  faith by the Board as provided in Proposed
Treasury  Regulation  Sec.  1.422A-2(e)(2)(ii),  as  of  the  Valuation  Date.

     2.11     "Holder"  means  an  Eligible  Employee  who  has  been granted an
Option, a SAR, a Restricted Stock Award or a Performance Share Award.

     2.12     "Incentive  Stock  Option"  means  an Option within the meaning of
Sec.  422  of  the  Code.

     2.13     "Normal  Termination"  means  Termination:

          (a)     At  or  after (i) age 65, or (ii) age 60 with ten (10) or more
full  years  of service with the Company (including service with a Subsidiary),

          (b)     By reason of permanent and total disability as defined in Code
Sec.  22(e)(3),  or

          (c)     With the written approval of the Company, given in the context
of  the  Company's  acknowledgment  that  any Option granted under a shareholder
approved  stock  option  plan  that  has  not  been exercised by the terminating
employee  but  is  then  exercisable  by  him  will  not lapse by reason of such
Termination  unless  it  is for "Cause" (as defined in Section 13.1(c) hereof).

     2.14     "Option"  means  an Award granted under Article VI of the Plan and
includes both non-qualified Options and Incentive Stock Options.

     2.15     "Performance  Share"  means an Award granted under Article VIII of
the  Plan.

     2.16     "Plan"  means  this  Forsyth  Bancshares, Inc. Long-Term Incentive
Plan,  including  any  Plan  amendments  adopted  in accordance with Article XII
hereof.

     2.17     "Restricted  Stock  Award" means an Award granted under Article IX
of  the  Plan.

     2.18     "Restriction  Period"  means  a  period of not less than three (3)
years  and  relates  to Restricted Stock Awards as provided in Article IX of the
Plan.

     2.19     "Stock"  means  the  no par value Common Stock of the Company and,
after  substitution  as provided in Article XI hereof, such other stock as shall
be  substituted  therefor.

     2.20     "Stock  Appreciation Right" or "SAR" means the right of the Holder
of any unexercised Option granted under a shareholder approved stock option plan
to receive pursuant to the terms of the Option, whether by the original grant of
such  Option  or  by  an  amendment  thereof,  a  number  of  shares  of


<PAGE>
Stock,  or  at  the  election  of the Company, cash or a combination of cash and
shares  of  Stock,  based on the increase in the value of the optioned shares of
Stock.

     2.21     "Subsidiary" means any corporation, partnership, limited liability
company  or  other entity in which a majority of the outstanding voting stock or
aggregate  voting  power  is  beneficially owned, directly or indirectly, by the
Company.  For  purposes  of  the Plan, the term "Subsidiary" expressly includes,
but  is  not  limited  to,  the  Bank.

     2.22     "Termination"  means  an individual's ceasing to be an employee of
the  Company  or  any  of  its  Subsidiaries  for  any  reason  other  than such
individual's  death.

     2.23     "Valuation Date" means any date specified by the provisions of the
Plan or by the Board as the date fixed determining Fair Market Value.

                                   ARTICLE III
                                   -----------
                                 ADMINISTRATION
                                 --------------

     3.1     ADMINISTRATION  BY  COMMITTEE.  The  Committee shall administer the
             -----------------------------
Plan. A majority of the Committee shall constitute a quorum. The acts of a
majority of the members present at any meeting at which a quorum is present or
acts approved in writing by a majority of the Committee shall be deemed the acts
of the Committee.

     Subject to the approval of the Board and any limitations expressly set
forth in the Plan, the Committee shall have exclusive power to:

          (a)     Select  the  Eligible  Employees  to participate in the Plan;

          (b)     Determine  the  Awards  to  be  made to each Eligible Employee
selected;

          (c)     Determine  the  time  or  times  when  Awards  will  be made;

          (d)     Determine  the  conditions,  including  any  performance
requirements, to which the payment of Awards shall be subject; and

          (e)     Prescribe  the  written  agreements and other forms evidencing
Awards.

     3.2     COMMITTEE  TO  MAKE  RULES AND INTERPRET PLAN.  The Committee shall
             ---------------------------------------------
have the authority, subject to the provisions of the Plan, to establish, adopt
or revise such rules and regulations and to make all such determinations
relating to the Plan as the Committee may deem necessary or advisable for the
administration of the Plan. The Committee's interpretation of the Plan, or any
Awards granted pursuant thereto, and all decisions and determinations by the
Committee with respect to the Plan shall be final, binding and conclusive on all
parties unless otherwise determined by the Board.

     3.3     COMMITTEE  MEMBERS  INELIGIBLE.  No  Eligible  Employee  shall be a
             ------------------------------
member of the Committee. In connection with the Board's review and approval of
any Award proposed by the Committee, any Eligible Employee who is a member of
the Board shall be ineligible to vote.

                                   ARTICLE IV
                                   ----------
                 OPTIONS, STOCK APPRECIATION RIGHTS, RESTRICTED
                 ----------------------------------------------
                   STOCK AWARDS AND PERFORMANCE SHARE AWARDS;
                   ------------------------------------------
                           SHARES SUBJECT TO THE PLAN
                           --------------------------


<PAGE>
     4.1     COMMITTEE TO GRANT AWARDS.  The Committee may, with the approval of
             -------------------------
the Board, grant Awards to one or more Eligible Employees as determined by the
Committee in accordance with the provisions of Article V, provided that:

          (a)     Subject to Article XI, the aggregate number of shares of Stock
made subject to Awards during the term of the Plan may not exceed eighty
thousand (80,000).

          (b)     Such shares of Stock shall be deemed to have been used in
payment of Performance Shares regardless of whether such shares are actually
delivered or the Fair Market Value equivalent thereof is paid in cash. To the
extent that an Award lapses or the rights of its Holder terminate, any shares of
Stock subject to such Award shall again be available for the grant of an Award.

          (c)     Stock delivered by the Company in settlement of an Award may
be authorized and unissued Stock or Stock held in the treasury of the Company or
may be purchased on the open market or by private purchase. Any private purchase
shall be made at prices no higher than Fair Market Value at the time of
purchase.

                                    ARTICLE V
                                    ---------
                                   ELIGIBILITY
                                   -----------

     5.1     OFFICERS AND KEY EMPLOYEES ELIGIBLE.  Officers and key employees of
             -----------------------------------
the Company and its Subsidiaries (including Officers or employees who are
members of the Board, but excluding directors who are not Officers or employees)
who, in the opinion of the Committee, are mainly responsible for the continued
growth and development and financial success of the business of the Company or
one of its Subsidiaries shall be eligible to be granted Awards under the Plan.
Subject to the provisions of the Plan, the Committee shall, from time to time,
select from such Eligible Employees those to whom Awards shall be granted and
determine the number of shares subject to such Awards and the other terms and
conditions thereof.

                                   ARTICLE VI
                                   ----------
                                  STOCK OPTIONS
                                  -------------

     6.1     GRANT OF OPTIONS.  One or more Options may be granted to any
             ----------------
Eligible Employee.

     6.2     CONDITIONS OF OPTIONS.  Each Option so granted shall be subject to
             ---------------------
the following conditions:

          (a)     OPTION  PRICE.  The option price per share of Stock shall be
                  -------------
set by the grant but shall in no instance be less than Fair Market Value on the
Date of Grant.

          (b)     FORM OF PAYMENT.  At the time of the exercise of the Option,
                  ---------------
the option price shall be payable in cash and/or shares of Stock valued at Fair
Market Value on the business day immediately preceding the day on which the
Option is exercised.

          (c)     OTHER  TERMS  AND  CONDITIONS.  If  the Holder has not died or
                  -----------------------------
terminated employment, the Option shall become exercisable in cumulative annual
installments in such manner and within such period or periods, not to exceed ten
(10) years from its Date of Grant, as set forth in the Stock Option Agreement,
upon payment in full of the exercise price in cash and/or shares of Stock.


<PAGE>
          (i)     If  not  exercised,  the  Option  shall lapse in the following
     situations: (A) ten (10) years after the Date of Grant, (B) three (3)
     months after Normal Termination, or (C) any earlier time set by the Stock
     Option Agreement.

          (ii)     If  the  Holder  terminates  employment  other than by Normal
     Termination, the Option shall lapse at the time of Termination.

          (iii)     If  the  Holder dies within the option period, or within the
     option period and within three (3) months after Normal Termination, the
     Option shall lapse unless it is exercised within the option period and in
     no event later than fifteen (15) months after the date of death by the
     Holder's legal representative or representatives or by the person or
     persons entitled to do so under the Holder's last will and testament, or,
     if the Holder shall fail to make testamentary disposition of such Option or
     shall die intestate, by the person or persons entitled to receive said
     Option under the applicable laws of decent and distribution.

          (d)    SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS. Notwithstanding
                 -----------------------------------------------
any other provisions of the Plan, an Incentive Stock Option shall not be
exercisable while there is outstanding any Incentive Stock Option previously
granted to the Holder under the Plan. For purposes of this Section 6.2(d), an
Incentive Stock Option shall be treated as outstanding until such Option and all
installments thereof have accrued and have been exercised in full or have
expired by reason of lapse of time. No person who owns more than ten percent
(10%) of the combined voting power of the Company or any Subsidiary, after
applying the attribution rules of Sec. 424(d) of the Code, shall be eligible to
receive any Incentive Stock Options.

          (e)     STOCK OPTION AGREEMENT.  Each Option granted under the Plan
                  ----------------------
shall be evidenced by a "Stock Option Agreement" between the Company and the
Holder containing such provisions as are determined by the Committee, including
without limitation all provisions that may be required to qualify as an
Incentive Stock Option under Sec. 422 of the Code. Without limiting the
authority of the Committee to include additional provisions, any Stock Option
Agreement shall be subject to the following terms and conditions:

          (i)     Any Option or portion thereof that is exercisable shall be
     exercisable for the full amount or for any part thereof, except as
     otherwise expressly set forth in the Stock Option Agreement.

          (ii)     Every share of Stock purchased through the exercise of an
     Option shall be paid for in full at the time of exercise. Each Option shall
     cease to be exercisable, as to any such share, when the Holder purchases
     the share or exercises a related SAR or when the Option lapses.

          (iii)     Options shall not be transferable by the Holder except by
     will or under the laws of descent and distribution and shall be exercisable
     during the Holder's lifetime only by the Holder.

          (iv)     In consideration for the granting of each Option, the Holder
     shall agree to remain in the employ of the Company or one or more of its
     Subsidiaries at the pleasure of the Company or such Subsidiary for a
     continuous period of at least one year after the Date of Grant. In the
     discretion of the Committee, this requirement may be waived if the Holder
     during said one year period becomes incapacitated or enters the active
     service of the military forces of the United States or other United States
     service connected with national defense activities. The Holder shall agree
     that during such employment, he or she will devote his or her entire
     business time, energy and skills to the service and interests of the
     Company or such Subsidiary; provided, however, that
                                 --------  -------


<PAGE>
     the Holder shall be entitled to devote a reasonable portion of his or her
     time to civic, political, religious and personal business matters not
     competitive with the Company or its Subsidiaries, and shall also be
     entitled to vacation, sick leave and other absences in accordance with the
     regular policies of the Company and its Subsidiaries.

          (f)     INDIVIDUAL  DOLLAR  LIMITATIONS.  In  the case of an Incentive
                  -------------------------------
Stock Option, the aggregate Fair Market Value (on the business day immediately
preceding the Date of Grant) of the Stock for which any employee may be granted
Incentive Stock Options that first become exercisable in any calendar year may
not exceed $100,000 (or such other individual grant limit as may be in effect
under the Code on the Date of Grant).

                                   ARTICLE VII
                                   -----------
                            STOCK APPRECIATION RIGHTS
                            -------------------------

     7.1     GRANT  OF  SARS.  Any  Option  granted under a shareholder approved
             ---------------
stock option plan may include a SAR, either at the time of grant or by
amendment.

     7.2     CONDITIONS  OF  SARS.  Such  SAR shall be subject to such terms and
             --------------------
conditions not inconsistent with the Plan as the Committee shall impose,
including but not limited to the following:

          (a)     RIGHT  TO  EXERCISE.  A SAR shall be exercisable to the extent
                  -------------------
that the related Option is exercisable and only with the consent of the
Committee.

          (b)     FAILURE TO EXERCISE.  If on the last business day of the stock
                  -------------------
option period the Fair Market Value of the Stock exceeds the option price, and
the Holder has not exercised the SAR, the SAR shall be deemed to have been
exercised by the Holder on such last day of the stock option period.

          (c)     PAYMENT.  An exercisable SAR shall entitle the Holder to
                  -------
surrender unexercised the Option in which it is included, or any portion
thereof, and to receive in exchange therefor that number of shares of Stock
having an aggregate value equal to the excess of the value of one share over the
option price per share specified in such Option, multiplied by the number of
shares subject to the Option, or the portion thereof, which are so surrendered.
The Committee, in its sole discretion, may elect to settle the obligation of the
Company arising out of the exercise of a SAR by the payment of cash or partially
by the payment of cash and partially by the delivery of shares of Stock, the
total value of which shall in either case be equal to the aggregate value of the
SAR, as determined under the preceding sentence. The Committee shall also have
the right to place such limitations and restrictions on the Company's obligation
to make such cash payments or deliver shares under SARs as the Committee, in its
sole discretion, deems to be in the best interest of the Company. The term
"value" as applied to shares delivered under this Section 7.2(c) shall be their
Fair Market Value on the business day immediately preceding the date on which
the SAR is exercised. To the extent that a SAR included in an Option is
exercised, such Option shall be deemed to have been exercised, and shall not be
deemed to have lapsed.

          (d)     OTHER  LIMITATIONS.  A SAR shall be subject to such other
                  ------------------
limitations as the Committee and/or the Stock Option Agreement shall impose.

                                  ARTICLE VIII
                                  ------------
                               PERFORMANCE SHARES
                               ------------------

     8.1     GRANT OF PERFORMANCE SHARES.  Grants of Performance Shares may be
             ---------------------------
made to any Eligible Employee during the term of the Plan. Such Performance
Shares shall be paid out in full or in part on the basis of the Company's or a
Subsidiary's performance following the beginning of the


<PAGE>
Company's fiscal year in which the Award is made as hereinafter set forth. In
determining the size of Performance Share Awards, the Committee shall take into
account a Holder's responsibility level, performance, potential, cash
compensation level, and the Fair Market Value of the Stock at the time of the
Award, as well as such other factors as the Committee deems appropriate. The
Committee shall not, over the entire term of the Plan, grant to any single
Holder more than thirty percent (30%) of the maximum number of Performance
Shares that may be granted under the Plan. Awards cancelled or portions of
Awards not paid out in full for any single Holder shall not be included for
purposes of this limitation. Grants of Performance Shares shall be deemed to
have been made on January 1 of the year in which the grant is made. If any
Performance Shares granted under the Plan shall be forfeited, cancelled or not
paid out in full, such Performance Shares may again be awarded under the Plan.
Shares of Stock delivered upon the payment of Performance Shares may be either
treasury shares, shares purchased for the account of the participant, authorized
and unissued shares, or any combination thereof.

     8.2     CONDITIONS OF PERFORMANCE SHARE AWARD.  An award of a Performance
             -------------------------------------
Share shall be subject to the following terms and conditions:

          (a)     PERFORMANCE SHARE ACCOUNT.  Performance Shares shall be
                  -------------------------
credited to a Performance Share account to be maintained for each such Holder.
Each Performance Share shall be deemed to be equivalent to one share of Stock.
The Award of Performance Shares under the Plan shall not entitle the Holder to
any interest in or to any dividends declared on the Stock, or to any voting or
other rights of a shareholder. The value of the Performance Shares in a Holder's
Performance Share account at the time of Award or the time of payment shall be
the Fair Market Value at such time of an equivalent number of shares of the
Stock (subject to the limitation provided in Section 8.2(c) hereof).

          (b)     RIGHT TO PAYMENT OF PERFORMANCE SHARES.  Following the end of
                  --------------------------------------
the Award Period, the Holder of a Performance Share shall be entitled to receive
payment of an amount based on the achievement of the performance measures for
such Award Period, as determined by the Committee. The Committee shall have the
right to establish performance measures within a reasonable time after the
beginning of the Award Period but subject to such later revisions as the
Committee shall deem appropriate to reflect significant, unforeseen events or
changes.

          (c)     FORM AND TIMING OF PAYMENT.  No payment of Performance Shares
                  --------------------------
shall be made prior to the end of an Award Period. Payment therefor shall be
made as soon as practicable after the receipt of audited financial statements
relating to the last year of such period.

          (d)     PAYMENT OF AWARD.  The payment to which a Holder of
                  ----------------
Performance Shares shall be entitled at the end of an Award Period shall be a
dollar amount equal to the Fair Market Value on the last day of the Award Period
of the number of shares of Stock equal to the number of Performance Shares
earned and payable to the Holder in accordance with Section 8.2(b) hereof.
Notwithstanding the foregoing, the dollar amount payable for the Performance
Shares shall not exceed by more than 200% the Fair Market Value of such
Performance Shares on their Date of Grant. Payment shall normally be made
one-half in cash and one-half in Stock. However, the Committee may authorize
payment in such other combinations of cash and Stock, or all in cash or all in
Stock, as the Committee deems appropriate. Any issuance of shares of Stock in
payment of Performance Shares shall be subject to the authorization of the
Board.

     The number of shares of Stock to be paid in lieu of cash will be determined
by dividing the portion of the payment not paid in cash by:


<PAGE>
          (i)     If Stock is issued in connection with the payment of
     Performance Shares, the Fair Market Value of the Stock on the business day
     immediately preceding the date on which the Stock is issued; or

          (ii)     If Stock is purchased by the Company in connection with the
     payment of Performance Shares, the price per share paid for such Stock.

     8.3     TERMINATION OF HOLDER DURING AWARD PERIOD.  In the event a Holder
             -----------------------------------------
terminates employment during an Award Period, the payout of Performance Shares
will be as follows:

          (a)     Resignation or discharge (i.e.,  other  than under Sections
8.3(b) or (c) hereof)-The Award will be completely forfeited;

          (b)     Normal Termination-Payout will be at the end of the Award
Period and prorated for service during the Award Period;

          (c)     Early retirement (i.e., under circumstances other than Normal
Termination) pursuant to a Company or Subsidiary sponsored retirement plan-

          (i)     If at the Holder's election, the Award will be completely
     forfeited;

          (ii)     If at the Company's election, payout will be at the end of
     the Award period and prorated for service during the Award Period;

          (d)     Death or Disability-Payout  will  be at the end of the Award
Period and prorated for service during the Award Period.

                                   ARTICLE IX
                                   ----------
                             RESTRICTED STOCK AWARDS
                             -----------------------

     9.1     GRANT OF RESTRICTED STOCK AWARDS.  The Committee may grant a
             ---------------------------------
Restricted Stock Award to any Eligible Employee. At the time a Restricted Stock
Award is made, the Committee shall establish a Restriction Period applicable to
such Award as hereinafter provided, which shall not be less than three (3)
years. Except as expressly provided in Article XIII of the Plan, the Restriction
Period applicable to a particular Restricted Stock Award shall not be changed.

     9.2     CONDITIONS OF RESTRICTED STOCK AWARDS.  The grant of a Restricted
             -------------------------------------
Stock Award shall be subject to the following terms and conditions:

          (a)     RESTRICTION PERIOD.  Stock awarded  pursuant to a Restricted
                  ------------------
Stock Award shall be represented by a stock certificate registered in the name
of the Holder. The Holder shall have the right to enjoy all shareholder rights
during the Restriction Period, with the exception that:

          (i)     The Holder shall not be entitled to delivery of the stock
     certificate until the Restriction Period shall have expired;

          (ii)     The Company may issue the share certificate subject to such
     restrictive legends and/or Stock transfer instructions as the Company deems
     appropriate, and/or provide for retention of custody of the Stock by the
     Company during the Restriction Period;


<PAGE>
          (iii)     The Holder may not sell, transfer, pledge, exchange,
     hypothecate or otherwise dispose of the Stock during the Restriction
     Period;

          (iv)     Cash and stock dividends may be either currently paid or
     withheld by the Company for the Holder's account, provided that, in the
     discretion of the Committee, interest may be paid on the amount of cash
     dividends withheld at a rate and subject to such terms as may be determined
     by the Committee; and

          (v)     A breach of the terms and conditions established by the
     Committee pursuant to the Restricted Stock Award will result in forfeiture
     of the stock, and any cash or stock dividends withheld thereon.

          (b)     ISSUANCE  OF  STOCK.  If  Stock is issued in connection with a
                  -------------------
Restricted Stock Award, the value of the Stock for the Company's record keeping
purposes shall be its Fair Market Value on the business day immediately
preceding the date of issuance.

          (c)     PAYMENT  FOR RESTRICTED STOCK.  A Holder shall not be required
                  -----------------------------
to make any payment for Stock received pursuant to a Restricted Stock Award.

     9.3     TERMINATION OF HOLDER DURING RESTRICTION PERIOD.  In the event a
             -----------------------------------------------
Holder terminates employment during a Restriction Period, an Award will be
forfeited as follows:

          (a)     Resignation  or  discharge  (i.e.,  other  than under Sections
9.3(b) or (c) hereof)-The Award will be completely forfeited.

          (b)     Normal  Termination-The  Award  will  be  prorated for service
during the period and will be received as soon as practicable following
retirement.

          (c)     Early retirement (i.e., under circumstances other than Normal
Termination) pursuant to a Company or Subsidiary sponsored retirement plan-

          (i)     If at the Holder's election, the Award will be completely
     forfeited.

          (ii)     If  at the Company's election, the Award will be prorated for
     service during the Restriction Period and will be received as soon as
     practicable  following  retirement.

          (d)     Death or Disability-The Award will be prorated for service
during the Restriction Period and received as soon as practicable following
death or disability.

                                    ARTICLE X
                                    ---------
                                     GENERAL
                                     -------

     10.1     GOVERNMENTAL REGULATIONS.  The obligation of the Company to make
              ------------------------
payment of Awards in Stock or otherwise shall be subject to all applicable laws,
rules, and regulations, and to such approvals by government agencies as may be
required or appropriate in the determination of counsel for the Company. The
Company shall be under no obligation to register under the Securities Act of
1933, as amended (the "1933 Act"), or the Georgia Securities Act of 1973 (the
"Georgia Act") any of the shares of Stock issued, delivered or paid in
settlement under the Plan. If the shares of Stock issued under the Plan may
under certain circumstances be exempt from registration under the 1933 Act or
the Georgia Act, the Company may restrict the transfer of such shares in such
manner as the Company deems advisable to ensure the availability of any such
exemption.


<PAGE>
     10.2     TAX WITHHOLDING.  The Company or a Subsidiary, as appropriate,
              ---------------
shall have the right to deduct from all Awards paid in cash any federal, state
or local taxes required by law to be withheld with respect to such cash payments
and, in the case of Awards paid in Stock, the employee or other person receiving
such Stock may, as a condition to the receipt of such Stock, be required to pay
to the Company or a Subsidiary, as appropriate, the amount of any such taxes
that the Company or Subsidiary is required to withhold with respect to such
Stock.

     10.3     CLAIM TO AWARDS AND EMPLOYMENT RIGHTS.  No  employee or other
              -------------------------------------
person shall have any claim or right to be granted an Award under the Plan.
Neither this Plan nor any action taken hereunder shall be construed under any
circumstances as giving any employee any right to be retained in the employment
of the Company or a Subsidiary.

     10.4     BENEFICIARIES.  Any payment of Awards due under the Plan to a
              -------------
deceased participant shall be paid to the beneficiary designated by the
participant and filed with the Committee. If no such beneficiary has been
designated or survives the participant, payment shall be made to the
participant's legal representative. A beneficiary designation may be changed or
revoked by a participant at any time, provided that the change or revocation is
set forth in a written instrument signed by the participant and filed with the
Committee.

     10.5     NONTRANSFERABILITY.  A person's rights and interests under the
              ------------------
Plan, including any amounts payable hereunder, may not be assigned, pledged or
transferred except, in the event of an employee's death, to a designated
beneficiary as expressly provided in the Plan, or in the absence of such
designation, by will or pursuant to the laws of descent and distribution.

     10.6     INDEMNIFICATION.  Each person who is or shall have been a member
              ---------------
of the Committee or of the Board shall be indemnified and held harmless by the
Company from and against any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by such person in connection with or
resulting from any claim, action, suit or proceeding initiated by reason of any
action or failure to act under the Plan, and against and from any and all
amounts paid by such person in satisfaction of a judgment entered in any such
action, suit or proceeding against him. As an express condition to any right to
indemnification, the person asserting such right shall give the Company the
right and opportunity, at the Company's expense, to control and defend any
action giving rise to the claim for indemnification before the person asserting
such right undertakes to handle and defend such claim on his or her own behalf.
The foregoing right of indemnification is in addition to any indemnification
rights to which such persons may be entitled under the Company's Articles of
Incorporation or Bylaws as a matter of law, and any discretionary power that the
Company may have to indemnify or hold such persons harmless.

     10.7     RELIANCE ON REPORTS.  Each member of the Committee and each member
              -------------------
of the Board shall be fully justified in relying or acting in good faith upon
any report made by the independent public accountants of the Company and its
Subsidiaries and upon any other information furnished in connection with the
Plan by any person or persons other than such member. In no event shall any
person who is or shall have been a member of the Committee or the Board be
liable for any determination made or other action taken or any omission to act
in reliance upon any such report or information, including the furnishing of
information, if undertaken in good faith.

     10.8     RELATIONSHIP TO OTHER BENEFITS.  No payment under the Plan shall
              ------------------------------
be taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company or any
Subsidiary.


<PAGE>
     10.9     EXPENSES.  The expenses of administering the Plan shall be borne
              --------
by the Company and its Subsidiaries.

     10.10     CONSTRUCTION.  Any pronouns used herein, whether used in the
               ------------
masculine, feminine or neuter gender shall include all other genders as
appropriate. The singular shall include the plural, and vice versa. The titles
and headings of the articles and sections in the Plan are for convenience of
reference only, and shall not affect the meaning or construction of the
provisions of the Plan.

                                   ARTICLE XI
                                   ----------
                          CHANGES IN CAPITAL STRUCTURE
                          ----------------------------

     11.1     ADJUSTMENT FOR CHANGES IN CAPITAL STRUCTURE.  Options, SARs,
              -------------------------------------------
Restricted Stock Awards, Performance Share Awards and any agreements evidencing
such Awards shall be subject to appropriate adjustment, as determined in good
faith by the Committee, as to the number and price of shares of Stock, and any
other terms included in such Awards, in the event of any changes in the
Company's capitalization by reason of stock dividends, stock splits,
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges or other relevant changes in capitalization occurring after the Date
of Grant of any such Award. In the event of any such change, the aggregate
number of shares of Stock available under the Plan shall also be adjusted as the
Committee deems appropriate. Any determination by the Committee pursuant to this
Section 11.1 shall be conclusive on all persons.

                                   ARTICLE XII
                                   -----------
                           AMENDMENTS AND TERMINATION
                           --------------------------

     12.1     AMENDMENT OR TERMINATION OF PLAN BY BOARD.  The Board may at any
              -------------------------------------------
time terminate the Plan or, with the express written consent of an individual
participant, cancel or reduce or otherwise alter such participant's outstanding
Awards if the tax, accounting or other effects of the Plan or potential payments
hereunder would not be in the best interest of the Company. The Board may at any
time, or from time to time, amend or suspend and, if suspended, reinstate, the
Plan in whole or in part; provided, however, that without further
                          --------  -------
shareholder approval the Board shall not:

          (a)     Increase the maximum number of shares that may be issued on
the exercise of Options, SARs, or pursuant to Restricted Stock Awards or
Performance Share Awards, except as provided in Articles VIII and XI hereof;

          (b)     Change the minimum Option price;

          (c)     Extend the maximum Option term;

          (d)     Extend the termination date of the Plan; or

          (e)     Permit the granting of an Award to a person who is not an
Eligible  Employee.

                                  ARTICLE XIII
                                  ------------
                        PAYMENTS UPON A CHANGE IN CONTROL
                        ---------------------------------

     13.1     DEFINITIONS.  For purposes of this Article XIII the following
              -----------
definitions shall apply:

          (a)     CHANGE IN CONTROL.   A Change in Control of the Company shall
                  -----------------
be deemed to have occurred if:


<PAGE>
          (i)     Any person (as such term is used in Sec. 13(d) and 14(d) of
     the Securities Exchange Act of 1934, as amended (the "1934 Act"), but
     excluding the Company and any Subsidiaries), should acquire greater than
     fifty percent (50%) of the combined voting power of the then outstanding
     securities of the Company or the Bank as a result of a tender or exchange
     offer, open market purchases, privately-negotiated purchases or otherwise;
     or

          (ii)     The shareholders of the Company should approve any one of the
     following transactions:

               (A)     Any  consolidation  or merger of the Company or the Bank
          in which the Company, the Bank or another Subsidiary is not the
          surviving corporation immediately after the merger; or

               (B)     Any  sale,  lease,  exchange  or  other transfer (in one
          transaction or a series of related transactions) of all, or
          substantially all, the assets of the Company or the Bank; or

               (C)     During  any  period  of  two  (2) consecutive years, the
          individuals who at the beginning of such period constitute the Board
          cease for any reason to constitute at least a majority thereof, unless
          the election or the nomination for election by the Company's
          shareholders of each new director was approved by a vote of at least
          two-thirds (2/3) of the directors then still in office who were
          directors at the beginning of such period.

          (b)     PRICE.  The  applicable  price  under  Section 13.2 hereof for
                  -----
SARs, and for options as to which no SARs have been granted, shall be the excess
of the highest of:

          (i)     The  highest  Fair  Market  Value  during  the ninety (90) day
     period preceding the date of exercise;

          (ii)     The  highest  price  per  share  for  the Stock included in a
     filing made on any Schedule 13D pursuant to Sec. 13(d) of the 1934 Act
     referred to in Section 13.1(a) above and paid within the ninety (90) day
     period preceding the date of such report;

          (iii)     The  highest  price  paid  in  any  tender or exchange offer
     referred to in Section 13.1(a) above and paid at the time of exercise or
     within the ninety (90) day period preceding such exercise (other than a
     tender offer by the Company or any Subsidiary); or

          (iv)     The  price for a share of Stock to be paid in any cash merger
     or similar transaction referred to in Section 13.1(a) above and approved by
     the Company's shareholders within the ninety (90) day period preceding the
     date of exercise;

over the option price, except that the price under Section 13.2 hereof for
Incentive Stock Options and SARs granted with respect to Incentive Stock Options
shall in all cases be limited to the spread between the Fair Market Value of the
Stock on the date of exercise and the option price.

          (c)     CAUSE.  For purposes of this Article XIII, the employment of a
                  -----
Holder shall be deemed to have been terminated by the Company for "Cause" if
such Holder has:

          (i)     Engaged  in  one  or  more  acts  constituting  a  felony,  or
     involving fraud or serious moral turpitude; or


<PAGE>
          (ii)     Willfully  refused  (except  by  reason  of incapacity due to
     accident or illness) to perform substantially his or her duties, and such
     refusal shall have resulted in demonstrable injury to the Company or any
     Subsidiary; or

          (iii)     Willfully  engaged in misconduct materially injurious to the
     Company or any Subsidiary.

No act or failure to act on such Holder's part shall, for purposes of this
Article XIII, be considered "willful" unless done, or omitted to be done,
without a reasonable belief that the action or omission was in the best interest
of the Company and its Subsidiaries. Notwithstanding the foregoing, such Holder
shall not be deemed to have been terminated for Cause unless and until the
Company shall have delivered to the Holder a copy of a resolution, duly adopted
by the affirmative vote of a majority of the entire membership of the Board,
finding that in the good faith opinion of the Board the Holder is guilty of
conduct constituting Cause for termination, and specifying the nature of such
conduct in reasonable detail.

          (d)     GOOD REASON.  For purposes of this Article XIII, "Good Reason"
                  -----------
shall be deemed to exist under any of the following circumstances:

          (i)     A Holder has been assigned duties inconsistent with his or her
     position, duties, responsibilities and status with the Company or a
     Subsidiary immediately prior to a Change in Control, or has been assigned
     reporting responsibilities, titles or positions of a lesser scope than
     those in effect immediately prior to a Change in Control, or has been
     removed from, or not re-elected to, any of such positions, except in
     connection with the termination of his or her employment for Cause;

          (ii)     The Company or a Subsidiary has reduced such Holder's base
     salary as in effect immediately prior to a Change in Control;

          (iii)     The Company or a Subsidiary has required such Holder to be
     based anywhere other than the Company's principal executive offices in
     Cumming, Georgia, its branch office in the Midway community, or any other
     location where such Holder was based immediately prior to a Change in
     Control, except for required travel on the Company's business or in the
     event such Holder consents to any such relocation;

          (iv)     The Company has failed to continue in effect any benefit,
     retirement or compensation plan, stock bonus, stock option, stock
     appreciation rights plan, life insurance plan, health plan or disability
     plan in which such Holder is participating at the time of a Change in
     Control (or a plan providing substantially similar benefits), or the
     Company has taken any action that would adversely affect such Holder's
     participation in or materially reduce his or her benefits under any of such
     plans or deprive such Holder of any material fringe benefit or perquisite
     enjoyed by him or her at the time of the Change in Control, or the Company
     has failed to provide such Holder with the number of paid vacation days to
     which he or she is then entitled in accordance with the Company's normal
     vacation policy in effect prior to the Change in Control.

     13.2     OCCURRENCE OF CHANGE IN CONTROL.  Upon the occurrence of a Change
              -------------------------------
in Control:

          (a)     All Incentive Stock Options and non-qualified Options shall
become immediately exercisable in full for the remainder of their terms.

          (b)     Optionees may require the Company to purchase the Options as
to which no SARs have been granted for cash for a period of sixty (60) days
following the occurrence of a Change in


<PAGE>
Control at the price specified in Section 13.1(b)(ii) hereof, provided that
Options granted to officers and directors, in order to be subject to this
purchase requirement, must have been held for at least six (6) months after the
Date of the Grant.

          (c)     All SARs shall become immediately exercisable in full for cash
for a period of sixty (60) days following the occurrence of a Change in Control
at the price specified in Section 13.1(b)(ii) above, provided that SARs held by
officers and directors, in order to be subject to this purchase requirement must
have been outstanding for at least six (6) months at the time the employee
exercises such SARs.

          (d)     All  restrictions  on  Restricted  Stock  shall  expire,
notwithstanding that the Change in Control occurs prior to the expiration of
otherwise applicable Restriction Periods.

          (e)     All  Performance  Shares  shall  become immediately payable in
cash, notwithstanding that the Change in Control occurs prior to: (i) the
achievement of the performance measures as established by the Committee, or (ii)
the end of an Award Period. The amount of such payment will be based upon the
highest of the per share prices described in Section 13.1(b) hereof.

          (f)     For a period of three (3) years after a Change in Control, all
non-qualified Options and all Incentive Stock Options will remain exercisable
for a period of ninety (90) days following (i) termination of a Holder's
employment by the Company other than for Cause, or (ii) resignation by the
Holder for Good Reason, to the extent that such Options are not otherwise
exercisable pursuant to other provisions of the Plan.





<PAGE>
     IN WITNESS WHEREOF, pursuant to the approval of its Board of Directors and
shareholders, the Company hereby adopts this Long Term Incentive Plan, effective
as of January 1, 2000.

                                    Forsyth Bancshares, Inc.



__________________________          By:___/s/  Timothy M. Perry__
Witness                                   Timothy M. Perry, President





<PAGE>