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                                                                 Exhibit 10.10

                           FIRST STERLING BANKS, INC.

                        1997 Directors Stock Option Plan

                             Stock Option Agreement
                             ----------------------

        THIS STOCK OPTION AGREEMENT (the "Option Agreement") is made and entered
into effective as of the     day of     , by and between FIRST STERLING BANKS,
INC. (the "Company") and    , a resident of the State of Georgia
(the "Grantee"). This Option Agreement  is entered  into by the  Company  and
the  Grantee  pursuant to First Sterling Banks, Inc. 1997 Directors Stock Option
Plan (the "Plan").  The Plan is incorporated herein by reference and made a part
of this Option Agreement. Defined terms in the Plan shall have the same
definition herein.

1.      Stock Option

        The Company hereby grants to Grantee the option (the "Option") to
purchase     shares (the "Shares") of the Common Stock (the "Common Stock")
of the Company in accordance with the terms and subject to the restrictions
hereinafter set forth.

        The Option has been granted on the date of this Option Agreement and
shall terminate on       unless sooner terminated in whole or in part as
follows:

        (a) The Option  shall  terminate on the date which is twelve (12) months
from the  date on  which  the  Grantee  ceases  to be a  Director  unless  he is
immediately  appointed  an  Emeritus  Director,  in which case the Option  shall
terminate  on the date which is twelve  (12)  months  from the date on which the
Optionee ceases to be an Emeritus Director;  provided that the Board may, in its
discretion, extend either such date for an additional twelve (12) months.

        (b) The Option  shall  terminate on the date which is two (2) years from
the date that the Grantee  ceases to be a Director  or an  Emeritus  Director by
reason of his death or disability.

2.      Exercise of Option.

        The Option may be exercised in whole or in part at any time prior to its
termination,  provided  that the  Option may not be  exercised  prior to six (6)
months  following the date hereof unless the Optionee ceases to be a Director or
Emeritus Director by reason of his death or disability (the "Exercise Period").

        The  Option  shall  be  exercised  by  written  notice  directed  to the
Secretary of the Company at P.O. Box 2147, Marietta, Georgia 30061. Such written
notice shall be accompanied by payment in full in cash or by check of the Option
Price for the number of Shares specified in such written notice.


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3.      Option Price

        The  price  per  share at which  Shares  may be  purchased  pursuant  to
exercise  of the Option (the  "Option  Price")  shall be          (which  amount
has been determined  by the Board to be the fair  market  value  per share of
the  Common Stock on the date that this Option is granted).

4.      Nontransferability.

        The Option is not transferable  except by will or by the laws of descent
and distribution.

5.      Limitation of Rights.

        The Grantee or the personal  representative of the Grantee shall have no
rights as a stockholder  with respect to the Shares  covered by the Option until
the  Grantee or the  personal  representative  of the Grantee  shall  become the
holder of record of such Shares.

6.      Stock Reserve.

        The Company  shall at all times  during the  Exercise  Period under this
Option  Agreement  reserve  and keep  available  such number of Shares of Common
Stock as will be sufficient to satisfy the requirements of this Option Agreement
and shall pay all  original  issue taxes (if any) on the  exercise of the Option
and  all  other  fees  and  expenses  necessarily  incurred  by the  Company  in
connection therewith.

7.      Restrictions on Transfer and Pledge.

        Except as  provided  in Section 4 hereof,  the Option and all rights and
privileges  granted  hereunder  shall not be  transferred,  assigned  pledged or
hypothecated in any way, whether by operation of law or otherwise, and shall not
be subject to  execution,  attachment  or similar  process.  Upon any attempt to
transfer,  assign, pledge, hypothecate or otherwise dispose of the Option or any
right or privilege  granted  hereunder,  except as provided herein,  or upon the
levy or any attachment or similar process upon the rights and privileges  herein
conferred,  the  Option and the rights and  privileges  hereunder  shall  become
immediately null and void.

8.      Restrictions on Issuance of Shares.

        If at any  time the  Board  shall  determine,  in its  discretion,  that
        listing,  registration  or  qualification  of the Shares  covered by the
        Option 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 exercise of the Option, the
        Option may not be  exercised  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
        Board.


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 9.     Plan Controls.

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

10.     Successors.

        This  Agreement  shall be binding  upon any  successor of the Company in
        accordance with the terms of this Option Agreement and the Plan.

        IN WITNESS WHEREOF, the Company,  acting by and through its duly
        authorized officers, has caused this Option Agreement to be executed and
        the Grantee has executed  this Option  Agreement,  all as of the day and
        year first above written.


        FIRST                                    STERLING BANKS, INC.

        [SEAL]

Attest:
                                                 By:
                                                    --------------------------
                                                       Edward C. Milligan
By:                                                    President
   ------------------------------------
      Secretary

                                                   GRANTEE:



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


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