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                                                                    EXHIBIT 10.2

                        GEORGIA-CAROLINA BANCSHARES, INC.
                             1997 STOCK OPTION PLAN

                                   1. PURPOSE

         The purpose of the Georgia-Carolina Bancshares, Inc. 1997 Stock Option
Plan (the "Plan") is to encourage and enable eligible directors, officers and
key employees of Georgia-Carolina Bancshares, Inc. (the "Company") and its
Subsidiary to acquire proprietary interests in the Company, through the
ownership of Common Stock of the Company. The Company believes that directors,
officers and key employees who participate in the Plan will have a closer
identification with the Company by virtue of their ability as shareholders to
participate in the Company's growth and earnings. The Plan also is designed to
provide motivation for participating directors, officers and key employees to
remain in the employ of and to give greater effort on behalf of the Company and
its Subsidiary. It is the intention of the Company that the Plan provide for the
award of incentive stock options qualified under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") and the regulations promulgated
thereunder, as well as the award of nonqualified stock options. Accordingly, the
provisions of the Plan related to incentive stock options shall be construed so
as to extend and limit participation in a manner consistent with the
requirements of Section 422 of the Code.

                                 2. DEFINITIONS

         The following words or terms shall have the following meanings:

         (a)      "Agreement" shall mean a stock option agreement between the
                  Company and an Eligible Employee or Eligible Participant
                  pursuant to the terms of this Plan.

         (b)      "Board of Directors" shall mean the Board of Directors of the
                  Company.

         (c)      "Committee" shall mean the committee appointed by the Board of
                  Directors for the purpose of administering the Plan, which
                  committee shall at all times consist of two or more
                  Non-Employee Directors.

         (d)      "Company" shall mean Georgia-Carolina Bancshares, Inc., a
                  corporation chartered under the laws of the State of Georgia.

         (e)      "Eligible Employee(s)" shall mean key employees regularly
                  employed by the Company or a Subsidiary (including officers,
                  whether or not they are directors) as the Board of Directors
                  or the Committee shall select from time to time.

         (f)      "Eligible Participant(s)" shall mean an Eligible Employee, a
                  Non-Employee Director or consultants or advisors who are not
                  employees of the Company or a Subsidiary but who are providing
                  actual services to the Company or a Subsidiary.


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         (g)      "Market Price" shall mean the fair market value of the
                  Company's Common Stock as determined by the Board of Directors
                  or the Committee, acting in good faith, under any method
                  consistent with the Code, or Treasury Regulations thereunder,
                  which the Board of Directors or the Committee shall in its
                  discretion select and apply at the time of the grant of the
                  option concerned. Subject to the foregoing, the Board of
                  Directors or the Committee, in fixing the market price, shall
                  have full authority and discretion and be fully protected in
                  doing so.

         (h)      "Non-Employee Director(s)" means a member of the Board of
                  Directors or a member of the board of directors of a
                  Subsidiary, in each case, who is not a regular salaried
                  employee of the Company or one of its Subsidiaries. As it
                  relates to members of the Committee as such term is defined in
                  this Section 2 and for the purpose of Section 9 of the Plan,
                  "Non-Employee Director" shall have the meaning set forth in
                  Rule 16b-3(b)(3) under the Securities Exchange Act of 1934, as
                  amended.

         (i)      "Optionee" shall mean an Eligible Employee or Eligible
                  Participant having a right to purchase Common Stock pursuant
                  to the Plan.

         (j)      "Option(s)" shall mean the right or rights granted to Eligible
                  Employees or Eligible Participants to purchase Common Stock
                  under the Plan.

         (k)      "Permanent and total disability" shall be as defined in
                  Section 22(e)(3) of the Code.

         (l)      "Plan" shall mean this Georgia-Carolina Bancshares, Inc. 1997
                  Stock Option Plan.

         (m)      "Shares," "Stock" or "Common Stock" shall mean shares of the
                  $.001 par value common stock of the Company.

         (n)      "Subsidiary" shall mean any state banking association, if the
                  Company owns or controls, directly or indirectly, more than a
                  majority of the voting stock of such corporation.

         (o)      "Ten Percent Owner" shall mean an individual who, at the time
                  an Option is granted, owns directly or indirectly (under the
                  ownership attribution rules of Code Section 424(d)) more than
                  ten percent (10%) of the total combined voting power of all
                  classes of stock of the Company or a Subsidiary.

                                3. EFFECTIVE DATE

         The effective date of the Plan (the "Effective Date") shall be the date
the Plan is adopted by the Board of Directors or the date the Plan is approved
by the shareholders of the Company, whichever is earlier. The Plan must be
approved by the affirmative vote of not less than a majority of the Shares
entitled to vote at a meeting at which a quorum is present, which shareholder
vote must be taken within twelve (12) months after the date the Plan is adopted
by the Board of Directors. Such shareholder vote shall not alter the Effective
Date of the Plan. In the event shareholder approval of the adoption of the Plan
is not obtained within the aforesaid twelve (12) month period, then any Options
granted in the intervening period shall be void.


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                           4. SHARES RESERVED FOR PLAN

         The Common Stock to be sold to Eligible Participants under the Plan may
at the election of the Board of Directors be either treasury shares or Shares
originally issued for such purpose. The maximum number of Shares which shall be
reserved and made available for sale under the Plan shall be 100,000; provided,
however, that such Shares shall be subject to the adjustments provided in
Section 8(h). Any Shares subject to an Option which for any reason expires or is
terminated unexercised may again be subject to an Option under the Plan.

                          5. ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Board of Directors or the
Committee.

         Within the limitations described herein and except as otherwise
provided in the Plan, the Board of Directors or the Committee shall administer
the Plan, select the Eligible Participants to whom Options will be granted,
determine the number of Shares to be optioned to each Eligible Participant and
interpret, construe and implement the provisions of the Plan. The Board of
Directors or the Committee shall also determine the price to be paid for the
Shares upon exercise of each Option, the period within which each Option may be
exercised, and the terms and conditions, consistent with the terms of the Plan,
of each Option granted pursuant to the Plan. The Board of Directors and
Committee members shall be reimbursed for out-of-pocket expenses reasonably
incurred in the administration of the Plan.

         If the Plan is administered by the Board of Directors, a majority of
the members of the Board of Directors shall constitute a quorum, and the act of
a majority of the members of the Board of Directors present at any meeting at
which a quorum is present, or acts approved in writing by all members of the
Board of Directors shall be the acts of the Board of Directors. If the Plan is
administered by the Committee, a majority of the members of the Committee shall
constitute a quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing by all of the
members of the Committee shall be the acts of the Committee.

                                 6. ELIGIBILITY

         Options granted pursuant to Section 8 shall be granted only to Eligible
Employees. Options granted pursuant to Section 9 may be granted to Eligible
Participants.

                             7. DURATION OF THE PLAN

         The Plan shall expire on the tenth anniversary of the Effective Date,
but with respect to Options granted hereunder prior to such date, shall remain
in effect until all Shares subject to or which may become subject to the Plan
shall have been purchased pursuant to such Options; provided that Options under
the Plan must be granted within ten (10) years from the Effective Date.


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                      8. QUALIFIED INCENTIVE STOCK OPTIONS

         It is intended that Options granted under this Section 8 shall be
qualified incentive stock options under the provisions of Section 422 of the
Code and the regulations thereunder or corresponding provisions of subsequent
revenue laws and regulations in effect at the time such Options are granted.
Such Options shall be evidenced by Agreements in such form and not inconsistent
with this Plan as the Committee or the Board of Directors shall approve from
time to time, which Agreements shall contain in substance the following terms
and conditions:

         (a)      Price. The purchase price for Shares purchased upon exercise
                  will be equal to 100% of the Market Price on the day the
                  Option is granted, as determined by the Board of Directors or
                  the Committee; provided that the purchase price of Stock
                  deliverable upon the exercise of a qualified incentive stock
                  option granted to a Ten Percent Owner shall be not less than
                  one hundred ten percent (110%) of the Market Price on the day
                  the Option is granted, as determined by the Board of Directors
                  or the Committee, but in no case less than the par value of
                  such Stock.

         (b)      Number of Shares. The Agreement shall specify the number of
                  Shares which the Optionee may purchase under such Option.

         (c)      Exercise of Options. The Shares subject to the Option may be
                  purchased in whole or in part by the Optionee in accordance
                  with the terms of the Agreement, from time to time after
                  shareholder approval of the Plan, but in no event later than
                  ten (10) years from the date of grant of the Option.
                  Notwithstanding the foregoing, Shares subject to an Option
                  granted to a Ten Percent Owner shall be exercisable no later
                  than five (5) years from the date of grant of the Option.

         (d)      Medium and Time of Payment. Stock purchased pursuant to an
                  Agreement shall be paid for in full at the time of purchase.
                  Payment of the purchase price shall be in cash. Upon receipt
                  of payment, the Company shall, without transfer or issue tax,
                  deliver to the Optionee (or other person entitled to exercise
                  the Option) a certificate or certificates for such Shares.

         (e)      Rights as a Shareholder. An Optionee shall have no rights as a
                  shareholder with respect to any Shares covered by an Option
                  until the date of issuance of the stock certificate to the
                  Optionee for such Shares. Except as otherwise expressly
                  provided in the Plan, no adjustments shall be made for
                  dividends (ordinary or extraordinary, whether in cash,
                  securities or other property) or distributions or other rights
                  for which the record date is prior to the date such stock
                  certificate is issued.

         (f)      Non-assignability of Option. No Option shall be assignable or
                  transferable by the Optionee except by will or by the laws of
                  descent and distribution. During the lifetime of the Optionee,
                  the Option shall be exercisable only by him or her.

         (g)      Effect of Termination of Employment or Death. In the event
                  that an Optionee during his or her lifetime ceases to be an
                  employee of the Company or of a Subsidiary for any reason
                  (including retirement) other than death or permanent and total
                  disability, any Option or unexercised portion thereof which
                  was otherwise exercisable on the date of termination of
                  employment shall expire 90 days from the date of such
                  termination, but in no event after the term provided in the


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                  Optionee's Agreement. In the event that an Optionee ceases to
                  be an employee of the Company or a Subsidiary for any reason
                  (including retirement) other than death or permanent and total
                  disability prior to the time that an Option or portion thereof
                  becomes exercisable, such Option or portion thereof which is
                  not then exercisable shall terminate and be null and void.
                  Whether authorized leave of absence for military or government
                  service shall constitute termination of employment for the
                  purpose of this Plan shall be determined by the Board of
                  Directors or the Committee, which determination shall be final
                  and conclusive.

         In the event that an Optionee ceases to be an employee of the Company
or a Subsidiary by reason of death or permanent and total disability, any Option
or unexercised portion thereof which was otherwise exercisable on the date such
Optionee ceased employment shall expire unless exercised within a period of one
(1) year from the date on which the Optionee ceased to be an employee, but in no
event after the term provided in the Optionee's Agreement. In the event that an
Optionee ceases to be an employee of the Company or a Subsidiary by reason of
death or permanent and total disability, any Option or portion thereof which was
not exercisable on the date such Optionee ceased employment shall become
immediately exercisable for a period of one (1) year from the date on which the
Optionee ceased to be an employee, but in no event after the term provided in
the Optionee's Agreement.

         In the event of the death of an Optionee, the Option shall be
exercisable by his or her personal representatives, heirs or legatees, as
provided herein.

         (h)      Recapitalization. In the event that dividends are payable in
                  Common Stock of the Company or in the event there are splits,
                  subdivisions or combinations of the Common Stock, the number
                  of Shares available under the Plan shall be increased or
                  decreased proportionately, as the case may be, and the number
                  and Option exercise price of Shares deliverable upon the
                  exercise thereafter of any Option theretofore granted shall be
                  increased or decreased proportionately, as the case may be, as
                  determined to be proper and appropriate by the Board of
                  Directors or the Committee.

         (i)      Reorganization. In case the Company is merged or consolidated
                  with another corporation and the Company is not the surviving
                  corporation, or in case the property or stock of the Company
                  is acquired by another corporation, or in case of a
                  separation, reorganization, recapitalization or liquidation of
                  the Company, the Board of Directors of the Company, or the
                  Board of Directors of any corporation assuming the obligations
                  of the Company hereunder, shall either (i) make appropriate
                  provision for the protection of any outstanding Options by the
                  substitution on an equitable basis of appropriate stock of the
                  Company, or of the merged, consolidated or otherwise
                  reorganized corporation which will be issuable in respect to
                  the Common Stock, provided only that the excess of the
                  aggregate fair market value of the Shares subject to Option
                  immediately after such substitution over the purchase price
                  thereof is not more than the excess of the aggregate fair
                  market value of the Shares subject to Option immediately
                  before such substitution over the purchase price thereof, or
                  (ii) upon written notice to the Optionee provide that the
                  Option (including, in the discretion of the Board of
                  Directors, any portion of such Option which is not then
                  exercisable) must be exercised within sixty (60) days of the
                  date of such notice or it will be terminated. If any
                  adjustment under this Section 8(i) would create a fractional
                  share of Stock or a right to acquire a fractional share, such
                  shall be disregarded and the number of Shares available under
                  the Plan and the number of Shares covered under any Options
                  previously granted pursuant to the Plan shall be the


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                  next lower number of Shares, rounding all fractions downward.
                  An adjustment made under this Section 8(i) by the Board of
                  Directors shall be conclusive and binding on all affected
                  persons.

         Except as otherwise expressly provided in this Plan, the Optionee shall
have no rights by reason of any subdivision or consolidation of shares of stock
of any class, or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class, or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation; and any issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or prices of Common Stock subject to an Option.

         The grant of an Option pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

         (j)      Annual Limitation. The aggregate fair market value (determined
                  at the time the Option is granted) of the Shares with respect
                  to which qualified incentive stock options are exercisable for
                  the first time by an Optionee during any calendar year (under
                  all incentive stock option plans of the Company) shall not
                  exceed $100,000. Any excess over such amount shall be deemed
                  to be related to and part of a nonqualified stock option
                  granted pursuant to Section 9 of the Plan.

         (k)      General Restriction. Each Option shall be subject to the
                  requirement that if at any time the Board of Directors shall
                  determine, in its discretion, that the listing, registration
                  or qualification of the Shares subject to such Option upon any
                  securities exchange or under any state or federal law, or the
                  consent or approval of any government regulatory body, is
                  necessary or desirable as a condition of, or in connection
                  with, the granting of such Option or the issue or purchase of
                  Shares thereunder, such Option may not be exercised in whole
                  or in part unless such listing, registration, qualification,
                  consent or approval shall have been effected or obtained free
                  of any conditions not acceptable to the Board of Directors.
                  Alternatively, such Options shall be issued and exercisable
                  only upon such terms and conditions and with such restrictions
                  as shall be necessary or appropriate to effect exemption from
                  such listing, registration, or other qualification
                  requirement.

                          9. NONQUALIFIED STOCK OPTIONS

         (a)      Within the limitations described in Section 9(b), the Board of
                  Directors or the Committee may grant to Eligible Participants
                  Options under the Plan which are not qualified incentive stock
                  options under the provisions of Section 422 of the Code. Such
                  nonqualified stock options shall be evidenced by Agreements in
                  such form and not inconsistent with this Plan as the Board of
                  Directors or the Committee shall approve from time to time,
                  which Agreements shall contain in substance the same terms and
                  conditions as set forth in Section 8 hereof with respect to
                  qualified incentive stock options (except that, with respect
                  to Options awarded to Non-Employee Directors, references to
                  employment with the Company shall be deemed to mean service on
                  the Board of Directors); provided, however, that the
                  limitations set forth in Sections 8(a) and 8(c) with respect
                  to Ten Percent Owners shall not be applicable to nonqualified
                  stock options granted to any Ten Percent Owner, and the
                  limitation set forth in Section 8(j) with respect to the
                  annual limitation of


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                  incentive stock options shall not be applicable to
                  nonqualified stock option grants; provided further, that
                  nonqualified stock options may be granted at a purchase price
                  equal to not less than 75% of the Market Price on the day the
                  Option is granted.

         (b)      With respect to Non-Employee Directors then serving on the
                  Committee, nonqualified stock options may be granted pursuant
                  to Section 9(a) of the Plan to such Non-Employee Directors
                  only upon authorization and approval by the Board of Directors
                  or the shareholders of the Company; provided that, where the
                  Board of Directors authorizes Option grants under this Section
                  9(b), the Non-Employee Director to receive such Options shall
                  not participate in the Board of Director's authorization of
                  such grant.

                            10. AMENDMENT OF THE PLAN

         The Plan may at any time or from time to time be terminated, modified
or amended by the affirmative vote of not less than a majority of the shares
present and voting thereon by the Company's shareholders at a meeting of the
shareholders at which a quorum is present. The Board of Directors may at any
time and from time to time modify or amend the Plan in any respect, except that
without shareholder approval the Board of Directors may not (1) increase the
maximum number of Shares for which Options may be granted under the Plan (other
than increases due to changes in capitalization as referred to in Section 8(h)
hereof), or (2) extend the maximum period during which Options may be granted or
exercised, or (3) change the class of persons eligible for Options under the
Plan, or (4) otherwise materially modify the requirements as to eligibility for
participation in the Plan. The termination or any modification or amendment of
the Plan shall not, without the written consent of an Optionee, affect his or
her rights under an Option or right previously granted to him or her. With the
written consent of the Optionee affected, the Board of Directors or the
Committee may amend outstanding Agreements in a manner not inconsistent with the
Plan. Without employee consent, the Board of Directors or the Committee may at
any time and from time to time modify or amend outstanding Agreements in such
respects as it shall deem necessary in order that incentive stock options
granted hereunder shall comply with the appropriate provisions of the Code and
regulations thereunder which are in effect from time to time respecting
qualified incentive stock options. The Board of Directors may also suspend the
granting of Options pursuant to the Plan at any time and may terminate the Plan
at any time; provided, however, no such suspension or termination shall modify
or amend any Option granted before such suspension or termination unless (a) the
affected participant consents in writing to such modification or amendment or
(b) there is a dissolution or liquidation of the Company.

                               11. BINDING EFFECT

         All decisions of the Board of Directors or the Committee involving the
implementation, administration or operation of the Plan or any offering under
the Plan shall be binding on the Company and on all persons eligible or who
become eligible to participate in the Plan.

                            12. APPLICATION OF FUNDS

         The proceeds received by the Company from the sale of Common Stock
pursuant to Options exercised hereunder will be used for general working
capital.


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