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.


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     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


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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
                           --------------------------


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     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.


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          (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
                                     --------  -------


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<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


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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:


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          (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;


                                        8
<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.


                                        9
<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.


                                       10
<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:


                                       11
<PAGE>
          (i)     Any  person  (as such term is used in Sec.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


                                       12
<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


                                       13
<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.


                                       14
<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




                                       15
<PAGE>