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                                                                    EXHIBIT 10.4

                         GEORGIA TRUST BANCSHARES, INC.

                             2004 STOCK OPTION PLAN

                                    ARTICLE I

                  PURPOSE, SCOPE AND ADMINISTRATION OF THE PLAN

      1.1   Purpose. The purpose of this Stock Option Plan is to promote the
long-term success of Georgia Trust Bancshares, Inc., a Georgia corporation (the
"Company"), and its affiliates and to encourage growth in shareholder value by
providing financial incentives to selected members of its and its affiliates'
employees, consultants and advisers who are in positions to make significant
contributions toward that success. It is intended that the Company will, through
the grant of options to purchase its common stock, attract and retain (and allow
its affiliates to attract and retain) highly qualified and competent employees
and motivate such employees to exert their best efforts on behalf of the Company
and its affiliates.

      1.2   Definitions. Unless the context clearly indicates otherwise, for
purposes of this Plan:

            (a)   "Board of Directors" means the Board of Directors of the
Company.

            (b)   "Change in Control" shall mean a circumstance whereby one of
the following events occurs during the term of this Plan:

                  (i)   a notice or an application is filed with the Federal
            Reserve Board ("FRB") pursuant to Regulation "Y" of the FRB under
            the Change in Bank Control Act or the Bank Holding Company Act or
            with the Georgia Department of Banking and Finance pursuant to the
            Financial Institutions Code of Georgia for permission to acquire
            control of the Company; or

                  (ii)  more than 25% of the Company's outstanding common stock
            or equivalent in voting power of any class or classes of outstanding
            securities of the Company entitled to vote in elections of the Board
            of Directors shall be acquired by any corporation or other person,
            or group; or

                  (iii) the Company shall become a subsidiary of another
            corporation or shall be merged or consolidated into another
            corporation and (a) less than a majority of the outstanding voting
            shares of the parent or surviving corporation after such
            acquisition, merger or consolidation are owned immediately after
            such acquisition, merger or consolidation by the owners of the
            voting shares of the Company immediately before such acquisition,
            merger or consolidation, or (b) less than a majority of the members
            of the Board of Directors of the corporation resulting from such

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            business combination were members of the Board of Directors at the
            time of the execution of the initial agreement for such merger or
            consolidation; or

                  (iv)  substantially all of the assets of the Company shall be
            sold to another entity other than a sale to a wholly-owned
            subsidiary of the Company.

            (c)   "Code" means the Internal Revenue Code of 1986, as amended.

            (d)   "Committee" means a committee of the Board of Directors, which
shall be composed of two or more members appointed from time to time by the
Board of Directors from among its members. If the Board of Directors does not
appoint such a committee, all references in this Plan to the "Committee" shall
be deemed to be references to the Board of Directors where the context so
permits or requires.

            (e)   "Common Stock" means the Common Stock of the Company, $1.00
par value per share, or such other class of shares or other securities to which
the provisions of the Plan may be applicable by reason of the operation of
Section 3.1 hereof.

            (f)   "Company" means the Company and any affiliates of the Company,
including affiliates of the Company which become such after adoption of this
Plan; provided, however, that for purposes of granting Incentive Stock Options,
the term "Company" shall include only the Company and its subsidiaries that are
corporations in which the Company directly or indirectly owns stock possessing
50% or more of the total combined voting power of all classes of stock in such
corporation as provided in Code Section 424(f).

            (g)   "Fair Market Value" of a share of Common Stock on a specified
date means:

                  (i)   if the Common Stock is then traded on a national
            securities exchange, the closing price on such date of a share of
            the Common Stock as traded on the largest securities exchange on
            which it is then traded; or

                  (ii)  if the Common Stock is not then traded on a national
            securities exchange, the mean between the closing composite
            inter-dealer "bid" and "ask" prices for Common Stock, as quoted on
            the NASDAQ National Market System (A) on such date, or (B) if no
            "bid" and "ask" prices are quoted on such date, then on the next
            preceding date on which such prices were quoted; or

                  (iii) if the Common Stock is not then traded on a national
            securities exchange or quoted on the NASDAQ National Market System,
            the value determined in good faith by the Committee.

            (h)   "Grant Date," as used with respect to a particular Option,
means the date as of which the Option is granted by the Committee pursuant to
the Plan.

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            (i)   "Grantee" means the person to whom an Option is granted by the
Committee pursuant to the Plan.

            (j)   "Incentive Stock Option" means an Option, or any portion
thereof, granted to an employee of the Company which qualifies as an Incentive
Stock Option as described in Section 422 of the Code, unless the Committee
expressly designates the Option, or such portion thereof, as a Nonqualified
Stock Option.

            (k)   "Nonqualified Stock Option" means any option granted under
this Plan, other than an Incentive Stock Option.

            (l)   "Option" means an Option granted by the Committee pursuant to
Article II to purchase shares of Common Stock, which shall be designated at the
time of grant as either an Incentive Stock Option or a Nonqualified Stock
Option, as provided in Section 2.1 hereof.

            (m)   "Option Agreement" means the agreement between the Company and
a Grantee under which the Grantee is granted an Option pursuant to the Plan.
Option Agreements need not be identical with other Option Agreements, either in
form or substance, and need only conform to the terms and conditions of this
Plan.

            (n)   "Option Period" means, with respect to any Option granted
hereunder, the period beginning on the Grant Date and ending at such time not
later than the tenth anniversary of the Grant Date as the Committee in its sole
discretion shall determine and during which the Option may be exercised.

            (o)   "Plan" means the Georgia Trust Bancshares, Inc. 2004 Stock
Option Plan as set forth herein and as amended from time to time.

      1.3   Aggregate Limitation.

            (a)   The maximum number of shares of Common Stock with respect to
which Options may be granted shall not exceed 15% of the number of shares
outstanding following completion of the Company's initial public offering
(excluding warrants), all subject to possible adjustment in accordance with
Section 3.1.

            (b)   Any shares of Common Stock to be delivered by the Company upon
the exercise of Options shall, at the discretion of the Board of Directors, be
issued from the Company's authorized but unissued shares of Common Stock or
transferred from any available Common Stock held in treasury.

            (c)   The Committee may grant new Options hereunder with respect to
any shares for which an Option expires or otherwise terminates prior to being
exercised.

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      1.4   Administration of the Plan.

            (a)   The Plan shall be administered by the Committee, which shall
have the authority:

                  (i)   To determine the employees, consultants and advisers of
            the Company to whom, and the times at which, Options shall be
            granted, and the number of shares of Common Stock to be subject to
            each such Option, taking into consideration the nature of the
            services rendered by the particular Grantee, the Grantee's potential
            contribution to the long-term success of the Company and such other
            factors as the Committee in its discretion may deem relevant;

                  (ii)  To interpret and construe the provisions of the Plan and
            to establish rules and regulations relating to it;

                  (iii) To prescribe the terms and conditions of the Option
            Agreements for the grant of Options (which need not be identical for
            all Grantees) in accordance and consistent with the requirements of
            the Plan; and

                  (iv)  To make all other determinations necessary or advisable
            to administer the Plan in a proper and effective manner.

            (b)   All decisions and determinations of the Committee in the
administration of the Plan and on other matters concerning the Plan or any
Option shall be final, conclusive and binding on all persons, including (but not
by way of limitation) the Company, the shareholders and directors of the
Company, and any persons having any interest in any Options. The Committee shall
be entitled to rely in reaching its decisions on the advice of counsel (who may
be counsel to the Company).

      1.5   Eligibility for Awards. The Committee shall in accordance with
Article II designate from time to time the employees, consultants and advisers
of the Company who are to be granted Options. In no event may a person who is
not an employee of the Company be granted an Incentive Stock Option under the
Plan.

      1.6   Effective Date and Duration of Plan. The Plan shall become effective
on the date of its adoption by the Board of Directors; provided, that any grant
of Options under the Plan prior to approval of the Plan by the shareholders of
the Company is subject to such shareholder approval within 12 months of adoption
of the Plan by the Board of Directors. Unless previously terminated by the Board
of Directors, the Plan (but not any Options then outstanding) shall terminate on
the tenth anniversary of its adoption by the Board of Directors.

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                                   ARTICLE II

                                  STOCK OPTIONS

      2.1   Grant of Options.

            (a)   The Committee may from time to time, subject to the provisions
of the Plan, grant Options to employees, consultants and advisers of the Company
under appropriate Option Agreements to purchase shares of Common Stock up to the
aggregate number of shares of Common Stock set forth in Section 1.3(a).

            (b)   The Committee may designate as an Incentive Stock Option any
Option (or portion thereof) granted to an employee of the Company which
satisfies the requirements of Sections 2.2 and 2.3 hereof. Any portion of an
Option that is not designated as an Incentive Stock Option (or otherwise does
not qualify as an Incentive Stock Option) shall be a Nonqualified Stock Option.
A Nonqualified Stock Option must satisfy the requirements of Section 2.2 hereof,
but shall not be subject to the requirements of Section 2.3.

      2.2   Option Requirements.

            (a)   An Option shall be evidenced by an Option Agreement specifying
the number and class of shares of Common Stock that may be purchased upon its
exercise and containing such other terms and conditions consistent with the Plan
as the Committee may determine to be applicable to that Option.

            (b)   No Option shall be granted under the Plan on or after the
tenth anniversary of the date upon which the Plan was adopted by the Board of
Directors.

            (c)   An Option shall expire by its terms at the expiration of the
Option Period and shall not be exercisable thereafter.

            (d)   The Committee may provide in the Option Agreement for the
expiration or termination of the Option prior to the expiration of the Option
Period, upon the occurrence of any event specified by the Committee. Further, in
accordance with the requirements of the Federal Deposit Insurance Corporation
(the "FDIC"), each Option granted under the Plan must be exercised within a
reasonable time after the recipient's termination of employment as an active
officer or employee of the Company and the Bank, with such reasonable time
period to be determined by the Committee and set forth in the applicable Option
Agreement.

            (e)   Options shall vest in equal annual increments over a period of
not less than five years unless there shall occur a Change in Control, in which
event, the Options shall become fully vested on the date of such Change in
Control.

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            (f)   The option price per share of Common Stock of an Incentive
Stock Option shall not be less than the Fair Market Value of a share of Common
Stock on the Grant Date. The option price per share of Common Stock of a
Nonqualified Stock Option shall be such price as shall be determined by the
Committee at the time any such Nonqualified Option is granted, and may be
greater than, equal to, or less than the Fair Market Value of a share of Common
Stock at the time such Nonqualified Option is granted.

            (g)   An Option shall not be transferable other than by will or the
laws of descent and distribution, except that any vested portion of Nonqualified
Stock Options may be transferred if the transfer is approved in advance in
writing by the Committee or Board of Directors in their sole discretion. Unless
transferred with approval as provided in the preceding sentence, during the
Grantee's lifetime an Option shall be exercisable only by the Grantee or, if the
Grantee is disabled and the Option remains exercisable, by his or her duly
appointed guardian or other legal representative. Upon the Grantee's death, but
only to the extent that the Option is otherwise exercisable hereunder, an Option
may be exercised by the Grantee's legal representative or by a person who
receives the right to exercise the Option under the Grantee's will or by the
applicable laws of descent and distribution.

            (h)   Each Option Agreement shall contain an agreement that, upon
demand by the Committee for such a representation, the Grantee (or any person
acting on the Grantee's behalf) shall deliver to the Committee at the time of
any exercise of an Option a written representation that the Common Stock to be
acquired upon such exercise is to be acquired for investment and not for resale
or with a view to the distribution thereof or such other representation as may
be required by the Committee. Upon such demand, delivery of such representation
prior to the delivery of any Common Stock issued upon exercise of an Option and
prior to the expiration of the Option period shall be a condition precedent to
the right of the Grantee or such other person to purchase any shares of Common
Stock.

            (i)   A person electing to exercise an Option shall give written
notice of election to the Company in such form as the Committee may require,
accompanied by payment of the full purchase price of the shares of Common Stock
for which the election is made. Payment of the purchase price shall be made in
cash or in such other form as the Committee may specify in the applicable Option
Agreement.

            (j)   Each Option Agreement shall contain a provision allowing the
Company's primary federal regulator to direct the Company to require any holder
of an Option to exercise or forfeit such Option if the Company's capital falls
below the minimum regulatory requirements, as determined by the Company's state
or federal primary regulator.

      2.3   Incentive Stock Option Requirements.

            (a)   An Option granted to an employee of the Company and designated
by the Committee as an Incentive Stock Option is intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Code and shall
satisfy, in addition to the conditions of Section 2.2 above, the conditions set
forth in this Section 2.3.

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            (b)   An Incentive Stock Option shall not be granted to an
individual who on the Grant Date owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company, unless the
option price per share of Common Stock will not be less than 110% of the Fair
Market Value thereof on the Grant Date and the Option Period does not extend
beyond five years from the Grant Date.

            (c)   The aggregate Fair Market Value, determined on the Grant Date,
of the shares of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by a Grantee during any calendar year (under the
Plan or any other plan of the Company or any parent or subsidiary thereof) shall
not exceed $100,000.

                                   ARTICLE III

                               GENERAL PROVISIONS

      3.1   Adjustment Provisions.

            (a)   In the event of:

                  (i)   payment of a stock dividend in respect of Common Stock;
                        or

                  (ii)  any recapitalization, reclassification, split-up or
                        consolidation of or other change in the Common Stock; or

                  (iii) any exchange of the outstanding shares of Common Stock
                        in connection with a merger, consolidation or other
                        reorganization of or involving the Company or a sale by
                        the Company of all or a portion of its assets, for a
                        different number or class of shares of stock or other
                        securities of the Company or for shares of the stock or
                        other securities of any other corporation;

then the Committee shall appropriately adjust the number and class of shares or
other securities which shall be subject to Options and the purchase price per
share which must be paid thereafter upon exercise of any Option. Any such
adjustments made by the Committee shall be final, conclusive and binding upon
all persons, including (but not by way of limitation) the Company, the
shareholders and directors of the Company, and any persons having any interest
in any Options which may be granted under the Plan.

            (b)   Except as provided above in subparagraph (a) of this paragraph
3.1, issuance by the Company of shares of stock of any class or securities
convertible into shares of stock of any class shall not affect the Options.

      3.2   Additional Conditions. Any shares of Common Stock issued or
transferred under any provision of the Plan may be issued or transferred subject
to such conditions, in addition to those specifically provided in the Plan, as
the Committee or the Company may impose, and may require as a condition to
exercise of the Option that the Grantee (or any

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person acting on the Grantee's behalf) enter into any agreement or execute any
acknowledgment that the Committee shall deem necessary to ensure that the shares
of Common Stock acquired pursuant to the Option will be subject to any
shareholders agreement as may be in effect at the time such Option is exercised.

      3.3   No Rights as Shareholder or to Employment. No Grantee or any other
person authorized to purchase Common Stock upon exercise of an Option shall have
any interest in or shareholder rights with respect to any shares of the Common
Stock which are subject to any Option until certificates evidencing the shares
have been issued and delivered to the Grantee or any such person upon the
exercise of the Option. Furthermore, an Option shall not confer upon any Grantee
any rights to employment or any other relationship with the Company, including
without limitation any right to continue in the employ of the Company, nor
affect the right of the Company to terminate the employment or other
relationship of the Grantee with the Company at any time with or without cause.

      3.4   Legal Restrictions. If in the opinion of legal counsel for the
Company the issuance or sale of any shares of Common Stock pursuant to the
exercise of an Option would not be lawful for any reason, including (but not by
way of limitation) the inability or failure of the Company to obtain from any
governmental authority or regulatory body the authority deemed necessary by such
counsel for such issuance or sale, the Company shall not be obligated to issue
or sell any Common Stock pursuant to the exercise of an Option to a Grantee or
any other authorized person unless the Company receives evidence satisfactory to
its legal counsel that the issuance and sale of the shares would not constitute
a violation of any applicable securities laws. The Company shall in no event be
obligated to take any action which may be required in order to permit, or to
remedy or remove any prohibition or limitation on, the issuance or sale of such
shares to any Grantee or other authorized person.

      3.5   Rights Unaffected. The existence of the Options shall not affect:
the right or power of the Company and its shareholders to make adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business; any issuance of bonds, debentures, preferred or prior
preference stocks affecting the Common Stock or the rights thereof; the
dissolution or liquidation of the Company, or sale or transfer of any part of
its assets or business; or any other corporate act, whether of a similar
character or otherwise.

      3.6   Withholding Taxes. As a condition to exercise of an Option, the
Company may in its sole discretion withhold or require the Grantee to pay or
reimburse the Company for any taxes which the Company determines are required to
be withheld in connection with the grant or any exercise of an Option.

      3.7   Choice of Law. The validity, interpretation and administration of
the Plan and of any rules, regulations, determinations or decisions made
thereunder, and the rights of any and all persons having or claiming to have any
interest therein or thereunder, shall be determined exclusively in accordance
with the laws of the State of Georgia. Without limiting the generality of the
foregoing, the period within which any action in connection with the Plan must
be commenced shall be governed by the laws of the State of Georgia,

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without regard to the place where the act or omission complained of took place,
the residence of any party to such action or the place where the action may be
brought or maintained.

      3.8   Amendment, Suspension and Termination of Plan. The Plan may from
time to time be terminated, suspended or amended by the Board of Directors in
such respects as it may deem advisable, including any such amendment effected
(i) so that the Incentive Stock Options granted hereunder shall be "incentive
stock options" as such term is defined in Section 422 of the Code, or (ii) to
conform to any change in any law or regulation governing the Plan, or the
Options granted hereunder; provided, however, that no such amendment shall
change the following unless approved by the shareholders of the Company within
12 months following the date such amendment is adopted:

            (a)   The maximum aggregate number of shares for which Options may
be granted under the Plan, except as required under any adjustment pursuant to
Section 3.1 hereof; or

            (b)   The requirements as to eligibility for participation in the
Plan in any material respect.

      3.9   Headings. The headings in this Plan are for convenience only and are
not to be used in interpreting the meaning or effect of any provisions hereof.

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