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EXHIBIT 4.3
  MAIN STREET BANKS, INC.
  OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN
  
    RESTRICTED STOCK GRANT AGREEMENT    
    



	 	 	Grantee:

	

 	
 	

Number of Shares:

	

 	
 	

Date of Grant:






        1.    Award of Restricted Stock. MAIN STREET BANKS, INC. (the "Corporation"), hereby awards to ("Grantee"), under its
Omnibus Stock Ownership and Long Term Incentive Plan (the "Plan"), shares ("Restricted Stock") of its Common Stock ("Common Stock"), no par value per share, to be held as Restricted Stock under the
terms of the Plan and this Restricted Stock Grant Agreement ("Agreement"). The Plan is incorporated herein by reference and made a part of this Agreement. 


        2.    Definitions. Capitalized terms as used herein shall have the meanings indicated in this Section or in Section 1
above unless the context clearly manifests a different intent. Capitalized terms not defined herein or in Section 1 shall have the respective meanings set forth in the Plan. The following words
and phrases shall have the following meanings: 



	(a)
	"Restricted
Period" means the period of time during which all or part of the Restricted Stock awarded under this Agreement to the Grantee would be forfeited upon the Grantee's
Termination of Employment. The Restricted Period would end on the date the Grantee becomes 100% vested in the Restricted Stock.



	(b)
	"Termination
of Employment" means the Grantee's discontinuance of employment as an Eligible Employee with the Corporation and/or any Subsidiary for any reason. A transfer between the
Corporation and one of its Subsidiaries shall not be deemed a Termination of Employment for purposes of the Plan.



	(c)
	"Vested
Portion" shall be determined by multiplying the number of shares of Common Stock awarded as Restricted Stock to the Grantee by the applicable vesting percentage contained in
Section 4 below. 




        3.    Forfeiture. If the Grantee incurs a Termination of Employment during the Restricted Period for any reason, the Grantee
shall forfeit all non-vested Restricted Stock as of such Termination of Employment. The Grantee will become vested in the Restricted Stock pursuant to the vesting schedule contained in
Section 4 below. Notwithstanding the preceding sentences, if the Grantee incurs a Termination of Employment on account of the Grantee=s Retirement (on or after age 65), Disability or Death, the
Committee may, but is not required to, increase the Grantee's Vested Portion of Restricted Stock. 


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        4.    Vesting Schedule. 



	(a)
	The
Grantee shall become vested in the Restricted Stock pursuant to the following schedule: 







	Date
 
	 	Percent of

Vested

Restricted Stock

	Before January of next year	 	0%
	After January 1 of next year	 	20%
	After January 1 of following year	 	40%
	After January 1 of following year	 	60%
	After January 1 of following year	 	80%
	After January 1 of following year	 	100%






	(b)
	In
the event of a Change of Control, the Grantee shall become fully vested with respect to all Restricted Stock held immediately prior to such Change of Control. 




        5.    Issuance of Shares. The Corporation shall issue a certificate for the shares of Common Stock awarded to the Grantee as
Restricted Stock pursuant to this Agreement. Each certificate issued for shares awarded to the Grantee under this Agreement shall be registered in the name of the Grantee and shall bear a legend in
substantially the following form: 




This
certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in the Main Street
Banks, Inc. Omnibus Stock Ownership and Long Term Incentive Plan and a Restricted Stock Grant Agreement between the registered owner of the shares represented hereby and Main Street
Banks, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Plan and Agreement, copies of which are on file in the office of Main Street
Banks, Inc. 





        6.    Release of Shares. Upon either (1) the request of the Grantee, which may be made from time to time upon increases
in the Vested Portion of his or her Restricted Stock; (2) the Grantee's Termination of Employment; or (3) if earlier, the end of the Restricted Period, the Grantee will receive a stock
certificate without the legend described in Section 5 representing the Vested Portion of the Grantee's
Restricted Stock. In determining the Vested Portion, partial shares shall be forfeited and the Grantee shall not be entitled to any compensation for the cancellation of such partial shares. The Vested
Portion shall be computed by multiplying the Grantee=s number of shares of Common Stock awarded as Restricted Stock by the applicable vesting percentage contained in Section 4 above. 


        7.    Return of Original Stock Certificate. Notwithstanding Section 6 above, the Grantee shall not be entitled to a stock
certificate for the Vested Portion of his Restricted Stock until the Grantee delivers to the Committee the original stock certificate issued as part of the Grantee=s Restricted Stock award pursuant to
Section 5. 


        8.    Restrictions on Transfer of Non-Vested Shares. The Vested Portion of the Grantee's Restricted Stock shall be
freely transferable by the Grantee. However, prior to vesting, the Restricted Stock awarded under the Plan, and any right or interest of the Grantee therein, including the right to vote such
non-vested shares and to receive dividends thereon, may not be sold, assigned, transferred, exchanged, pledged, hypothecated, or otherwise encumbered during the Restricted Period to or in
favor of any party other than the Corporation or a Subsidiary, and no such sale, assignment, transfer, exchange, pledge, hypothecation, or encumbrance, whether made or created by voluntary act of the
Grantee or of any agent of such Grantee or by operation of law, shall be recognized by, or be binding upon, or shall in any manner affect the rights of, the Corporation during the Restricted Period.
Any such sale, assignment, transfer, exchange, pledge, hypothecation, or encumbrance, whether made or created by voluntary act of the Grantee or of any agent of such Grantee or by operation of law,
shall 


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be
void and have no effect, and the Corporation may take any or all steps set forth in Section 4.2(b) of the Plan. These restrictions shall not apply to the Vested Portion of the Grantee's
Restricted Stock. 


        9.    Rights of Grantee During Restricted Period. Except as otherwise provided in this Agreement, the Plan, or in any applicable
shareholder agreement, the Grantee shall, during the Restricted Period, have all of the other rights of a stockholder with respect to shares awarded to the Grantee including, but not limited to, the
right to receive such cash dividends, if any, as may be declared on such shares from time to time, and the right to vote (in person or by proxy) such shares at any meeting of stockholders of the
Corporation. Any stock dividends declared with respect to Restricted Stock shall be subject to the same terms and conditions as the Restricted Stock with respect to which such stock dividends are
issued. 


        10.    Acceleration Power. Notwithstanding any other provisions of the Plan or this Agreement, the Committee shall be authorized
in its discretion to accelerate the vesting of Restricted Stock and to release Restricted Stock to the Grantee upon such terms and conditions as the Committee may deem advisable. 


        11.    Federal Income Tax Matters. The Grantee, upon award of the shares of Restricted Stock hereunder, shall be authorized to
make an election to be taxed upon such award under Section 83(b) of the Code. To effect such election, the Grantee may file an appropriate election with the Internal Revenue Service within
thirty (30) days after award of the Restricted Stock and otherwise in accordance with applicable Treasury Regulations. 


        The
Grantee recognizes that, pursuant to Section 4.1(d) of the Plan, the Committee may make such provisions and take such steps as it may deem necessary or appropriate for the
withholding of taxes and that the Corporation and its Subsidiaries that are required by any law or regulation or any governmental authority, whether federal, state or local, domestic or foreign, to
make in connection with the release of the Restricted Stock as provided in Section 6 of this Agreement. 



        The
Grantee further recognizes that he or she shall be liable for any and all taxes, including withholding taxes, arising out of this grant or the vesting of the Restricted Stock. The
Grantee may elect to satisfy any such withholding obligation by either: (a) paying such amounts in cash, directly to the Corporation; (b) having the Corporation withhold an amount equal
to the Corporation's minimum withholding obligation directly from the Grantee's compensation; (c) having the Corporation retain and sell Restricted Stock (which would otherwise be retained by
Grantee) having a fair market value equal to the Corporation's minimum withholding obligation or (d) by a combination of the methods described above. 



        The
Grantee shall choose the method of withholding by executing and delivering to the Corporation the election form attached hereto as Exhibit A (the "Withholding Election Form").
The failure by the Grantee to provide the Election Withholding Form to the Corporation, or, assuming option (a) is chosen, the Grantee's failure to tender the appropriate amount to the
Corporation within five (5) days of the Corporation's written request for the same, shall result in the Corporation's utilization of option (b) or (c) above, to be chosen at the
Corporation's discretion. The Withholding Election Form may be amended by the Grantee at any time, upon reasonable notice to the Corporation. 



        12.    Stock Power. By election or otherwise, should the Corporation be required to sell any of Grantee's Restricted Stock to
satisfy the Grantee's withholding tax obligation pursuant to Section 11 of this Agreement, the Grantee does hereby irrevocably constitute and appoint the Corporation as Grantee's
Attorney-in-Fact to effectuate such transfer and record the same on the books and records of the Corporation. 


        13.    Continued Employment Not Presumed. Neither the Plan, the award of Restricted Stock under this Agreement nor this
Agreement shall impose any obligation on the Corporation and/or any Subsidiary to continue the employment of the Grantee. 


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        14.    Grantee's Covenant. The Grantee hereby agrees to use his or her best efforts to provide services to the Corporation in a
workmanlike manner and to promote the Corporation=s interests. 



        15.    Restrictions on Issuance of Shares. If at any time the Committee shall determine, in its discretion, that listing,
registration or qualification of the shares of Restricted Stock subject to this Agreement upon any securities exchange or under any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition to the award or the release of Restricted Stock hereunder, such award or release may not be made in whole or in part unless and until such
listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. 



        16.    Plan Controls. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of
this Agreement, the provisions of the Plan shall be controlling and determinative. 


        17.    Successors. This Agreement shall be binding upon any successor of the Corporation, in accordance with the terms of this
Agreement and the Plan. 


        IN
WITNESS WHEREOF, Main Street Banks, Inc., acting by and through its duly authorized officers, has caused this Restricted Stock Agreement to be executed, and the Grantee has
executed this Restricted Stock Agreement, all as of the day and year first above written. 



	 	 	MAIN STREET BANKS, INC.
	

 	
 	

By:	
 	

 	
 	

 
	 	 	
	 	 
	 	 	 	 	Edward C. Milligan, Chairman	 	 
	

 	
 	


	

 	
 	

	
 	

, Grantee




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WITHHOLDING ELECTION FORM
  
    TO THE PLAN ADMINISTRATOR OF THE
  MAIN STREET BANKS, INC.
  OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE
PLAN    
    



	Grantee:	 	 	 	 	 	 	 	 
	 	 	

	 	 	Last	 	First	 	Middle	 	 





        (a)    I
hereby confirm my participation in the Plan. I agree to be bound by the terms and conditions of the Plan as in current effect and as they may be amended from time to
time. 


        (b)    In
accordance with the provisions of that Plan, I hereby elect to satisfy any and all withholding obligations that may arise in connection with the grant of Restricted
Stock in the following manner: 


Withholding Options    (check one) 



	Option A-	 	[    ]	 	I will pay all withholding amounts in cash, directly to the Corporation, within five (5) days of receipt of notice from the Corporation regarding the amount owed;
	

Option B-	
 	

[    ]	
 	

Withhold an amount equal to the Corporation's minimum withholding obligation directly from my paycheck; or
	

Option C	
 	

[    ]	
 	

Retain and sell the amount of my Restricted Stock which would be necessary to satisfy the Corporation's minimum withholding obligation.
	

Option D	
 	

[    ]	
 	

Please provide notice to me of my withholding obligations as they arise. To the extent that I do not satisfy these obligations in full by (a) paying such amount directly to the Corporation within five (5) days of receipt of notice and/or
(b) authorizing the Corporation, within five (5) days of receipt of notice, to withhold all or part of the amount owed from my paycheck, the Corporation is authorized to utilize Option C above to satisfy any remaining withholding
obligation.






        I
understand that this election is subject to the terms of the Restricted Stock Agreement (the "Agreement") to which this Withholding Election Form has been appended. 



	
 Signature	 	
 Date	 	 
	

 Address	
 	

 
	

 Social Security Number	
 	

 	
 	

 




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EXHIBIT 4.3 MAIN STREET BANKS, INC. OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN RESTRICTED STOCK GRANT AGREEMENT


WITHHOLDING ELECTION FORM TO THE PLAN ADMINISTRATOR OF THE MAIN STREET BANKS, INC. OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN