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                                                                    EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the "Agreement") dated March 10, 2004 is made
by and between the organizers of the GEORGIA TRUST BANCSHARES, INC. (the "Bank
Holding Company") and GEORGIA TRUST BANK (the "Bank"), (collectively the
"Employer"), which is the proposed State Bank (the "Bank"), and DANNY F. DUKES,
an individual resident of Georgia (the "Executive").

      The Employer is in the process of organizing a Bank Holding Company and a
Bank, and the Executive has agreed to serve as CHIEF FINANCIAL OFFICER AND
SECRETARY of the Bank Holding Company and the Bank. Upon organization of the
Bank, the Employer and the Executive contemplate that this Agreement will be
assigned by the Employer to the Bank and that the Bank will assume the duties of
the Employer. Following such assignment, the term "Employer" as used herein from
time to time shall refer to the Bank.

      The Employer recognized that the Executive's contribution to the growth
and success of the Bank during its organization and initial years of operations
will be a significant factor in the success of the Bank. The Employer desires to
provide for the employment of the Executive in a manner which will reinforce and
encourage the dedication of the Executive to the Bank and promote the best
interests of the Bank and its shareholders. The Executive is willing to serve
the Employer (and, after assignment of this Agreement, the Bank) on the terms
and conditions herein provided. Certain terms used in this Agreement are defined
in Section 16 hereof.

      In consideration of the foregoing, the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:

      1.    EMPLOYMENT. The Employer shall employ the Executive and the
Executive shall serve the Employer, as CHIEF FINANCIAL OFFICER AND SECRETARY of
the Bank upon the terms and conditions set forth herein. The Executive shall
have such authority and responsibilities consistent with his position as are set
forth in the Bank's by-laws or assigned by the Bank's Board of Directors (the
"Board") from time to time. The Executive shall devote his full business time,
attention, skill and efforts to the performance of his duties hereunder, except
during periods of illness or periods of vacation and leaves of absence
consistent with Bank policy. The Executive may devote reasonable periods to
serve as a director or advisor to other organizations, to charitable and
community activities, provided that such activities do not interfere with the
performance of his duties hereunder and are not in conflict or competitive with,
or adverse to, the interest of the Bank.

      2.    TERM. The Executive's employment under this Agreement shall commence
on the date hereof and be for a term (the "Term") of THREE (3) YEARS and shall
renew as specified herein unless terminated by either party prior to the renewal
date. The "initial renewal date" shall be the second anniversary date of the
bank opening for business and the contract shall renew for a successive three
(3) year period. Subsequent renewal dates, if applicable, would then be the
second anniversary of the initial renewal date and each two year anniversary
thereafter. Additionally, said renewal shall accelerate upon change of control
as defined within this agreement.

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      3.    COMPENSATION AND BENEFITS.

            (a)   The Employer shall pay the Executive a base salary at a rate
of $ 100,000 per annum in accordance with the salary payment practices of the
Employer. Subsequent to the date the Bank opens for business (the "Opening
Date"), the Executive's base salary shall be paid at a rate of $ 108,000 per
annum. The Board shall review the Executive's base salary at least annually and
may increase the Executive's base salary if it determines in its sole discretion
that an increase is appropriate.

            (b)   The Executive shall participate in any retirement, welfare,
deferred compensation, life and health insurance and other benefit plans or
programs of the Employer now or hereafter applicable to the Executive or
applicable generally to employees of the Employer and as established by the
Bank's by-laws or Board action. Until such time as the above referenced benefit
plans become available, Employer shall reimburse Employee for the cost of COBRA
benefits and disability insurance premiums.

            (c)   The Executive shall participate in the Bank's long-term equity
incentive program and be eligible for the grant of stock options, restricted
stock, and other awards thereunder or under any similar plan adopted by the
Bank. On the date of the closing of the stock offering for the initial
capitalization of the Bank, or as soon thereafter as an appropriate stock option
plan is adopted by the Board, the Bank shall grant to the Executive an option
(the "Performance Option") to purchase a number of shares of common stock of the
Bank (the "Common Stock") equal to 30,000 shares. The award agreement for the
Performance Option shall provide that one-fifth (1/5) of the shares subject to
the Performance Option will vest on the last day of each of the first five (5)
fiscal years of the Bank after the Opening Date, but only if the Executive
remains employed by the Bank on such date and the Bank has met the performance
goals set forth by the Board with said goals to be established at a future date.

      For each fiscal year after the Opening Date, and as a condition to the
vesting of the shares subject to the Performance Option in such year, the Bank
must meet criteria set by the Board. If the Bank does not meet the performance
criteria for any fiscal year, the shares subject to the Performance Option for
such fiscal year may vest on the following fiscal year end, in the sole
discretion of the Board, if the Bank exceeds the performance criteria for such
following year. The Board shall notify the Executive of any shares subject to
the Performance Option vested hereunder within a reasonable period of time after
the fiscal year end to which such options pertain. The good faith determination
of the Board regarding whether the Bank met its yearly performance levels shall
be conclusive. Notwithstanding any other provision herein, in the event any
portion of the Performance Option has not become exercisable with respect to any
prior fiscal year as provided above, the Board may decide in its sole discretion
to vest those missed options upon the attainment of cumulative performance
levels. Upon a change of control, as defined herein, all options granted shall
become fully vested

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      In addition, the award agreement for the Performance Option will provide
that (A) the Executive's option shall be qualified, to the extent practicable,
as an incentive stock option under the Internal Revenue Code of 1986, as amended
(the "Code"); (B) all options shall be exercisable to the extent vested at any
time during the ten (10) years following the date of grant at a price per share
equal to the initial public offering price (subject to standard anti-dilution
adjustments in the event of stock splits, dividends, or combinations), which the
parties acknowledge is the fair market value of the Common Stock as of the date
of grant; and (C) all options shall be nontransferable and nonassignable by the
Executive or by any other person entitled hereunder to exercise any such rights,
provided, however, that upon the death of the Executive, any rights granted
hereunder shall be transferable by the Executive's will or by the applicable
laws of descent and distributions. Nothing herein shall be deemed to preclude
the grant of Executive Options under a Director Option Plan in addition to the
options granted hereunder.

            (d)   The Executive may be eligible to receive a cash bonus in an
amount determined by the Board. Specifically, the Executive may receive a $8,000
cash bonus upon the Opening Date. Subsequently, the Executive may receive a
bonus as set by the Board. The aforementioned bonuses, except for the initial $
8,000 bonus paid on the Opening Date, will be based upon certain performance
levels or criteria as set by the Board.

            (e)   Beginning upon the date of the execution of this Agreement and
terminating with the termination of employment for any reason, the Employer
shall provide the Executive with an automobile allowance in the monthly amount
of $ 600, which should provide for a make and model automobile appropriate to
the Executive's status. The Executive will pay operating, maintenance, and
related expenses for the automobile.

            (f)   In addition, the Employer shall obtain a membership in, and
pay the dues pertaining to, an area social or country club approved by the
executive committee of the Board and shall designate the Executive as the
authorized user of such membership for so long as this Agreement remains in
force.

            (g)   The Employer shall reimburse the Executive for reasonable
travel and other expenses related to the Executive's duties which are incurred
and accounted for in accordance with the normal practices of the Employer.

      4.    TERMINATION.

            (a)   The Executive's employment under this Agreement may be
terminated prior to the end of the Term only as follows:

                  (i)   upon death of the Executive;

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                  (ii)  upon the disability of the Executive for a period of
                        ninety (90) days in any consecutive 120-day period
                        which, in the opinion of the Board, renders him unable
                        to perform the essential functions of his job and for
                        which reasonable accommodation is unavailable. For
                        purposes of this Agreement, a "disability" is defined as
                        a physical or mental impairment that substantially
                        limits one or more major life activities;

                  (iii) by the Employer for Cause upon delivery of a written
                        notice of termination to the Executive by the Employer;

                  (iv)  by the Executive for Good Reason upon delivery of a
                        written notice of termination to the Employer within a
                        90-day period beginning on the 30th day after the
                        occurrence of a Change in Control or within a 90-day
                        period beginning on the one-year anniversary of the
                        occurrence of a Change in Control;

                  (v)   by the Employer if its effort to organize the Bank is
                        abandoned; and

                  (vi)  by the Executive without Good Reason effective upon the
                        30th day after delivery of a notice of termination. If
                        this occurs, all accrued bonuses not paid to the
                        Executive shall be cancelled, along with all
                        participation in any stock option plan.

            (b)   If the Executive's employment is terminated because of the
Executive's death, the Executive's estate shall receive any sums due him as base
salary and/or reimbursement of expenses through the end of the month during
which the Executive's death occurred, plus any bonus accrued under any bonus
plan established by the Board through the date of death and a pro rata share of
any target bonus with respect to the current fiscal year if the corporate
performance goals for the fiscal year are satisfied.

            (c)   During the period of any incapacity leading up to the
termination of the Executive's employment as a result of disability, the
Employer shall continue to pay the Executive his full base salary at the rate
then in effect and all other benefits (other than any bonus not yet accrued)
until the Executive becomes eligible for benefits under any long-term disability
plan or insurance program maintained by the Employer, or 90 days whichever is
shorter, provided that the amount of any such payments to the Executive shall be
reduced by the sum of the amounts, if any, payable to the Executive for the same
period under any disability benefit or pension plan of the Employer or any of
its subsidiaries. Furthermore, the Executive shall receive any bonus accrued
under the bonus plan established by the Board through the date of incapacity.

            (d)   If the Executive's employment is terminated for Cause as
provided above, or if the Executive resigned without Good Reason, the Executive
shall receive any sums due him as base salary and/or reimbursement of expenses
through the date of such termination. In such an event, all vested stock options
must be exercised within ninety (90) days of termination or be forfeited.

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            (e)   If the Executive's employment is terminated by the Executive
for Good Reason pursuant to Section 4(a)(iv), in addition to other rights and
remedies available in law or equity, the Employer shall pay the Executive in
cash within fifteen (15) days of the date of termination severance compensation
in an amount equal to one hundred percent (100%) of his then current monthly
base salary each month for twelve (12) months from the date of termination, plus
any bonus accrued under any bonus plan established by the Board through the date
of termination and a pro rata share of any target bonus with respect to the
current fiscal year if the corporate performance goals for the fiscal year are
satisfied.

            (f)   If the Executive's employment is terminated due to the
Employer's abandonment of its efforts to organize the Bank, the Employer shall
pay the Executive any sums due him as base salary and/or reimbursement of
expenses through the date such efforts are abandoned.

            (g)   With the exception of the provisions in this Section 4 and the
express terms of any benefit plan under which the Executive is a participant,
the parties agree that upon termination of the Executive's employment pursuant
to this Agreement, the Employer shall have no obligation to the Executive for,
and the Executive waives and relinquishes, any further compensation or benefits
(exclusive of COBRA benefits).

            (h)   In the event that the Executive's employment is terminated for
any reason, the Executive shall (and does hereby) tender his resignation as a
director of the Employer, effective as of the date of termination.

            (i)   The parties intend that the severance payments and other
compensation provided for herein are reasonable compensation for the Executive's
services to the Employer and shall not constitute "excess parachute payments"
within the meaning of Section 280G of the Code and any regulations thereunder.

      5.    OWNERSHIP OF WORK. The Employer shall own all Work Product arising
during the course of the Executive's employment (prior, present, or future). For
purposes hereof, "Work Product" shall mean all intellectual property rights,
including all Trade Secrets, U.S. and international copyrights, patentable
inventions, and other intellectual property rights in any programming,
documentation, technology or other work product that relates to the Employer, it
business or its customers and that employee conceives, develops, or delivers to
the Employer at any time during his employment, during or outside normal working
hours, in or away from the facilities of the Employer, and whether or not
requested by the Employer. If the Work Product contains any materials,
programming or intellectual property rights that the Executive conceived or
developed prior to, and independent of, the Executive's work for the Employer,
the Executive agrees to point out the pre-existing items to the Employer and the
Executive grants the Employer a worldwide, unrestricted royalty-free right
including the right to sublicense such items. The Executive agrees to take such
actions and execute such further acknowledgments and assignments as the Employer
may reasonably request to give effect to this provision.

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      6.    PROTECTION OF TRADE SECRETS. The Executive agrees to maintain in
strict confidence and, except as necessary to perform his duties for the
Employer, the Executive agrees not to disclose any Trade Secrets of the Employer
during his employment or following termination of his employment so long as he
is receiving compensation from the Employer, or, if greater, for a period of
twelve (12) months following termination of the Executive's employment for any
reason. As provided in Georgia statutes, "Trade Secrets" means information,
including a formula, pattern, compilation, program, device, method, technique,
process, drawing cost data or customer list, that: (a) derives economic value,
actual or potential, from not being generally known to, and not being readily
ascertainable by proper means, by other persons who can obtain economic value
from its disclosure or use; and (b) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.

      7.    PROTECTION OF OTHER CONFIDENTIAL INFORMATION. In addition, the
Executive agrees to maintain in strict confidence and, except as necessary to
perform his duties for the Employer, not to use or disclose any Confidential
Business Information of the Employer during his employment and following
termination of the Executive's employment so long as he is receiving
compensation from the Employer, or, if greater, for a period of twelve (12)
months following termination of the Executive's employment for any reason.
"Confidential Business Information" shall mean any internal, non-public
information (other than Trade Secrets already addressed above) concerning the
Employer's financial position and results of operations (including revenues,
assets, net income, etc.); annual and long-range business plans; product or
service plans; marketing plans and methods; training, educational and
administrative manuals; customer and supplier information and purchase
histories; and employee lists. The provisions of Sections 6 and 7 shall also
apply to protect Trade Secrets and Confidential Business Information of third
parties provided to the Employer under an obligation of secrecy.

      8.    RETURN OF MATERIALS. The Executive shall surrender to the Employer,
promptly upon its request and in any event upon termination of the Executive's
employment, all media, documents, notebooks, computer programs, handbooks, data
files, models, samples, price lists, drawings, customer lists, prospect data, or
other material of any nature whatsoever (in tangible or electronic form) in the
Executive's possession or control, including all copies thereof, relating to the
Employer, its business, or its customers. Upon the request of the Employer,
Executive shall certify in writing compliance with the foregoing requirement.

      9.    RESTRICTIVE COVENANTS.

            (a)   No Solicitation of Customers. During the Executive's
employment with the Employer and after termination of the Executive's employment
so long as he is receiving compensation from the Employer, or, if greater, for a
period of twelve (12) months following termination of the Executive's employment
pursuant to Section 4(a)(vi), the Executive shall not (except on behalf of or
with the prior written consent of the Employer), either directly or indirectly,
on the Executive's own behalf or in the service or on behalf of others, (i)
solicit, divert, or appropriate to or for a Competing Business or (ii) attempt
to solicit, divert, or appropriate to or for a Competing Business, any person or
entity that was a customer of the Employer on the date of the Executive's
termination and is located in the Territory and with whom the Executive has had
material contact during the course of Executive's employment.

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            (b)   No Recruitment of Personnel. During the Executive's employment
with the Employer and after termination of the Executive's employment so long as
he is receiving compensation from the Employer, or, if greater, for a period of
twelve (12) months following termination of the Executive's employment pursuant
to Section 4(a)(vi), the Executive shall not, either directly or indirectly, on
the Executive's own behalf or in the service or on behalf of another
organization, solicit or recruit personnel of the Employer for employment at any
other organization.

            (c)   Non-Competition Agreement. During the Executive's employment
with the Employer and after termination of the Executive's employment so long as
he is receiving compensation from the Employer, or, if greater, for a period of
twelve (12) months following termination of the Executive's employment pursuant
to Section 4(a)(vi), the Executive shall not (except on behalf of or with the
prior written consent of the Employer), either directly or indirectly, on the
Executive's own behalf or in the service or on behalf of others, engage in any
business which is the same as or essentially the same as the Business by serving
in any capacity involving duties and responsibilities similar to those
undertaken for the Employer to a depository financial institution or holding
company therefor if such depository institution or holding company has one or
more offices or branches located in the Territory.

            (d)   The provisions in each of the above Sections 9(a), 9(b), and
9(c) are independent, and the unenforceability of any one provisions shall not
affect the enforceability of any other provision.

      10.   SUCCESSORS; BINDING AGREEMENT. The rights and obligations of this
Agreement shall bind and inure to the benefit of the surviving corporation in
any merger or consolidation in which the Employer is a party, or any assignee of
all or substantially all of the Employer's business and properties. The
Executive's rights and obligations under this Agreement may not be assigned by
him, except that his right to receive accrued but unpaid compensation,
unreimbursed expenses and other rights, if any, provided under this Agreement
which survive termination of this Agreement shall pass after death to the
personal representatives of his estate.

      11.   NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or sent by certified
mail, return receipt requested, postage prepaid, addressed to the respective
addresses last given by each party to the other; provided, however, that all
notices to the Employer shall be directed to the attention of the Employer with
a copy to the Corporate Secretary of the Employer. All notices and
communications shall be deemed to have been received on the date of delivery
thereof.

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      12.   GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Georgia without giving
effect to the conflict of laws principles thereof. Any action brought by any
party to this Agreement shall be brought and maintained in a court of competent
jurisdiction in the State of Georgia.

      13.   NON-WAIVER. Failure of the Employer to enforce any of the provisions
of this Agreement or any rights with respect thereto shall in no way be
considered to be a waiver of such provisions or rights, or any way affect the
validity of this Agreement.

      14.   ENFORCEMENT. The Executive agrees that in the event of any breach or
anticipated breach of any covenant contained in Section 9(a), 9(b), or 9(c), the
Employer shall be entitled to obtain from a court of competent jurisdiction an
injunction to restrain the breach or anticipated breach of any covenant, and to
obtain any other available legal, equitable, statutory, or contractual relief,
including but not limited to monetary damages. Should the Employer have cause to
seek such relief, no bond shall be required from the Employer, and the Executive
shall pay all attorney's fees and court costs which the Employer may incur to
the extent the Employer prevails in its enforcement action.

      15.   SAVING CLAUSE. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or unenforceability of the other provisions hereof. If any
provision or clause of this Agreement, or portion thereof, shall be held by any
court or other tribunal of competent jurisdiction to be illegal, void, or
unenforceable in such jurisdiction, the remainder of such provision shall not be
thereby affected and shall be given full effect, without regard to the invalid
portion. It is the intention of the parties that, if any court construes any
provisions or clause of this Agreement or any portion thereof, to be illegal,
void, or unenforceable because of the duration of such provision or the area or
matter covered thereby, such court shall reduce the duration, area, or matter of
such provision, and, in its reduced form, such provision shall then be
enforceable and shall be enforced.

      16.   CERTAIN DEFINITIONS.

            (a)   "Business" shall mean the operation of a depository financial
institution, including, without limitation, the solicitation and acceptance of
deposits of money and commercial paper, the solicitation and funding of loans
and the provision of other banking services, and any other relating business
engaged in by the Employer as of the date of termination or any other conduct or
action by a lending institution as permitted by Federal or State law now or in
the future.

            (b)   "Cause" shall consist of any of the following:

                  (i)   the commission by the Executive of a willful act
                        (including, without limitation, a dishonest or
                        fraudulent act) or a grossly negligent act, or the
                        willful or grossly negligent omission to act by the
                        Executive, which is intended to cause or is reasonably
                        likely to cause material harm to the Employer (including
                        harm to its business reputation);

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                  (ii)  the indictment of the Executive for the commission or
                        perpetration by the Executive of any felony or any crime
                        involving dishonesty, moral turpitude or fraud;

                  (iii) the material breach by the Executive of this Agreement
                        that, if susceptible of cure, remains uncured ten (10)
                        days following written notice to the Executive of such
                        breach;

                  (iv)  the receipt of any form of notice, written or otherwise,
                        that any regulatory agency having jurisdiction over the
                        Employer, intends to institute any form of formal or
                        informal (e.g. a memorandum of understanding which
                        relates to the Executive's performance) regulatory
                        action against the Executive or the Employer that the
                        Board determines in good faith, with the Executive
                        abstaining from participating in the consideration of
                        and vote on the matter, that the subject matter of such
                        action involves acts or omissions by or under the
                        supervision of the Executive or that termination of the
                        Executive would materially advance the Employer's
                        compliance with the purpose of the action or would
                        materially assist the Employer in avoiding or reducing
                        the restrictions or adverse effects to the Employer
                        related to the regulatory action;

                  (v)   the Executive is adjudicated bankrupt or the Executive
                        files for voluntary bankruptcy; or

                  (vi)  the failure of the Executive to devote his full business
                        time and attention to his employment as provided under
                        the Agreement.

            (c)   "Change in Control" shall mean the occurrence during the Term
of any of the following events:

                  (i)   the individuals who, as of the date of this Agreement,
                        are members of the Board (the "Incumbent Board") cease
                        for any reason to constitute at least two-thirds (2/3)
                        of the Board, provided however that if the election, or
                        nomination for election by the Employer's shareholders,
                        of any new director was approved in advance by a vote of
                        at least two-thirds (2/3) of the Incumbent Board, such
                        new director shall, for purposes of this Agreement, be
                        considered as a member of the Incumbent Board, provided
                        further, that no individual shall be considered a member
                        of the Incumbent Board if such individual initially
                        assumed office as a result of either an actual or
                        threatened "Election Contest" (as described in Rule
                        14a-11 promulgated under the Securities Exchange Act of
                        1934 (the "Exchange Act"), or other actual or threatened
                        solicitation of proxies or consents by or on behalf of
                        any person other than the Board (a "Proxy Contest"),
                        including by reason of any agreement intended to avoid
                        or settle any Election Contest or Proxy Contest.

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                  (ii)  an acquisition of any voting securities of the Employer
                        (the "Voting Securities") by any "Person" (as the term
                        "person" is used for purposes of Section 13(d) or 14(d)
                        of the Exchange Act) immediately after which such Person
                        has "beneficial ownership" (within the meaning of Rule
                        13d-3 promulgated under the Exchange Act) of twenty
                        percent (20%) or more of the combined voting power of
                        the Employer's then outstanding Voting Securities;
                        provided, however, that for purposes of this subsection
                        (ii), the following acquisitions shall not be deemed to
                        result in a Change in Control: (A) any acquisition
                        directly from the Bank; (B) any acquisition by the Bank;
                        or (C) any acquisition by any employee benefit plan (or
                        related trust) sponsored or maintained by the Bank or
                        any corporation controlled by the Bank; and provided,
                        further, that if any Person's beneficial ownership of
                        the outstanding Voting Securities reaches or exceeds
                        twenty percent (20%) as a result of a transaction
                        described in clause (A) or (B) above, and such Person
                        subsequently acquires beneficial ownership of additional
                        voting securities of the Employer, such subsequent
                        acquisition shall be treated as an acquisition that
                        causes such Person to own twenty percent (20%) or more
                        of the outstanding Voting Securities.

                  (iii) approval by the shareholders of the Employer of (A) a
                        merger, consolidation, or reorganization involving the
                        Employer, (B) a complete liquidation or dissolution of
                        the Employer, or (C) an agreement for the sale or other
                        disposition of all or substantially all of the assets of
                        the Employer to any person (other than a transfer to a
                        subsidiary).

                  (iv)  a notice of an application is filed with the Federal
                        Reserve Board (the "FRB") pursuant to Regulation "Y" of
                        the FRB under the Change in Bank Control Act or the Bank
                        Holding Company Act or any other bank regulatory
                        approval (or notice of no disapproval) is granted by the
                        Federal Reserve, the Office of the Comptroller of the
                        Currency, the Federal Deposition Insurance Corporation,
                        or any other regulatory authority for permission to
                        acquire control of the Employer or any of its banking
                        subsidiaries.

            (d)   "Competing Business" shall mean any business that, in whole or
in part, is the same or substantially the same as the Business.

            (e)   "Good Reason" shall mean the occurrence after a Change in
Control of any of the following events or conditions:

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                  (i)   a negative change in the Executive's status, title,
                        position or responsibilities;

                  (ii)  a reduction in the Executive's base salary or any
                        failure to pay the Executive any compensation or
                        benefits to which is entitled within fifteen (15) days
                        of the date due;

                  (iii) the Employer's requiring the Executive to be based at
                        any place outside a 10-mile radius from the executive
                        offices occupied by the Executive immediately prior to
                        the Change in Control, except for reasonably required
                        travel on the Employer's business which is not
                        materially greater than such travel requirements prior
                        to the Change in Control;

                  (iv)  the failure by the Employer to continue in effect
                        (without reduction in benefit level and/or reward
                        opportunities) any material compensation or employee
                        benefit plan in which the Executive was participating at
                        any time within ninety (90) days preceding the date of
                        the Change in Control; or

                  (v)   any material breach by the Employer of any material
                        provision of this Agreement.

            (f)   "Territory" shall mean a radius of 20 miles from (i) the main
office of the Employer; or (ii) any branch office of the Employer.

      17.   ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, if any,
understandings and arrangements, oral or written, between the parties hereto
with respect to the subject matter hereof.

      18    COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


March 10, 2004                         /s/ Danny F. Dukes
----------------------------------    -----------------------------------------
Date                                  EXECUTIVE


March 10, 2004                        /s/ William E. Smith
----------------------------------    -----------------------------------------
Date                                  Chairman,  GEORGIA TRUST BANCSHARES, INC.
                                      and GEORGIA TRUST BANK

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