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                                                                    Exhibit 10.4

THE WARRANTS EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED OR SOLD IN RELIANCE
ON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE
STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION
WHICH IS EXEMPT UNDER SUCH ACT AND STATE LAWS OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND STATE LAWS.


                               CNB BANCORP, INC.

                            STOCK WARRANT AGREEMENT

                              ____________, 2001


Warrant Holder:_________________________________    No. of Shares:______________


CNB Bancorp, Inc. (the "Company"), a Virginia corporation and the holding
company for Citizens National Bank (proposed) (the "Bank"), hereby grants to the
person identified above as the Warrant Holder Warrants (the "Warrant") to
purchase the number of shares set forth above, representing one share of common
stock for every one share of common stock purchased by the Warrant Holder in the
Company's initial public offering, in consideration of the financial risk
associated with Warrant Holder's investment in the Company during its
organizational stage and the time, expertise, and continuing involvement of the
Warrant Holder in the management of the Bank. Such Warrants are granted on the
following terms and conditions:

1.     Exercise of Warrants. One-fourth of the shares (the "Shares") subject to
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       the Warrant granted in this Agreement shall vest on each of the first
       four anniversaries of the date of completion of the Company's initial
       public offering (the "Completion Date"). Exercise of the Warrant is
       subject to the following:

  a)   Exercise Price. The exercise price (the "Exercise Price") shall be $10.00
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       per Share, subject to adjustment pursuant to Section 2 below.

  b)   Expiration of Warrant Term.  The Warrant will expire at 5:00 p.m.
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       Eastern Standard Time on the tenth anniversary of the Completion Date,
       and may not be exercised thereafter (the "Expiration Date").

  c)   Payment. The purchase price for Shares as to which the Warrant are being
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       exercised shall be paid in cash, by wire transfer, by certified or bank
       cashier's check, or by personal check drawn on funds on deposit with the
       Bank.

  d)   Method of Exercise. The Warrant shall be exercisable by a written notice
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       delivered to the President or Secretary of the Company which shall:

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       (i)   State the owner's election to exercise the Warrant, the number of
             Shares with respect to which it is being exercised, the person in
             whose name the stock certificate for such Shares is to be
             registered, and such person's address and tax identification number
             (or, if more than one, the names, addresses and tax identification
             numbers of such persons);

       (ii)  Be signed by the person or persons entitled to exercise the
             Warrants, and if the Warrants are being exercised by any person or
             persons other that the original holder thereof, be accompanied by
             proof satisfactory to counsel for the Company of the right of such
             person or persons to exercise the Warrants; and

       (iii) Be accompanied by the originally executed copy of this Stock
             Warrant Agreement.

  e)   Partial Exercise. In the event of a partial exercise of the Warrants, the
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       Company shall either issue a new agreement for the balance of the Shares
       subject to this Stock Warrant Agreement after such partial exercise, or
       it shall conspicuously note hereon the date and number of Shares
       purchased pursuant to such exercise and the number of Shares remaining
       covered by this Stock Warrant Agreement.

  f)   Restrictions on Exercise.  The Warrants may not be exercised (i) if the
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       issuance of the Shares upon such exercise would constitute a violation of
       any applicable federal or state securities or banking laws or other law
       or regulation or (ii) unless the Company or the holder hereof, as
       applicable, obtains any approval or other clearance which the Company
       determines to be necessary or advisable from the Federal Reserve Board,
       the Office of the Comptroller of the Currency, the Federal Deposit
       Insurance Corporation or any other state or federal banking regulatory
       agency with regulatory agency with regulatory authority over the
       operation of Company or the Bank (collectively the "Regulatory
       Agencies"). The Company may require representations and warranties from
       the Warrant Holder as required to comply with applicable laws or
       regulations, including the Securities Act of 1933 and state securities
       laws.

2.     Anti-Dilution; Merger. If, prior to the exercise of Warrants hereunder,
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       the Company (i) declares, makes or issues, or fixes a record date for the
       determination of holders of common stock entitled to receive, a dividend
       or other distribution payable on the Shares in shares of its capital
       stock, (ii) subdivides the outstanding Shares, (iii) combines the
       outstanding Shares, (iv) issues any shares of its capital stock by
       reclassification of the Shares, capital reorganization or otherwise
       (including any such reclassification or reorganization in connection with
       a consolidation or merger or sale of all or substantially all of the
       Company's assets to any person), then the Exercise Price, and the number
       and kind of shares receivable upon exercise, in effect at the time of the
       record date for such dividend or of the effective date of such
       subdivision, combination or

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     reclassification shall be proportionately adjusted so that the holder of
     any Warrant exercised after such time shall be entitled to receive the
     aggregate number and kind of shares which, if such Warrant had been
     exercised immediately prior to such time, he would have owned upon such
     exercise and been entitled to receive by virtue of such dividend,
     distribution, subdivision, combination, reclassification, reorganization,
     consideration, merger or sale.

3.   Valid Issuance of Common Stock. The Company possesses the full authority
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     and legal right to issue, sell, transfer, and assign this Warrant and the
     Shares issuable pursuant to this Warrant. The issuance of this Warrant
     vests in the holder the entire legal and beneficial interests in this
     Warrant, free and clear of any liens, claims, and encumbrances and subject
     to no legal or equitable restrictions of any kind except as described
     herein. The Shares that are issuable upon exercise of this Warrant, when
     issued, sold and delivered in accordance with the terms of this Agreement
     for the consideration expressed herein, will be duly and validly issued,
     fully paid, and non-assessable, and will be free of restrictions on
     transfer other than restrictions under applicable state and federal
     securities.

4.   Compliance with Securities Laws. This Agreement and the Warrants
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     represented hereby were issued in reliance on an exemption from
     registration under the Securities Act of 1933 (the "Act") for financial
     institutions, and other applicable exemptions under state securities laws.
     The Company's reliance on such exemption is predicated in part on the
     Warrant Holder's representations set forth herein. Warrant Holder
     understands that the Warrants and the Shares issuable upon exercise of the
     Warrants may not be sold, transferred or otherwise disposed of without
     registration under the Securities Act of 1933, or an exemption therefrom,
     and that in the absence of an effective registration statement covering
     such shares or an available exemption from registration under the
     Securities Act, such Shares must be held indefinitely.

5.   Restrictions on Transferability. This the Agreement and the Warrants may
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     not be assigned, transferred (except as provided above), pledged, or
     hypothecated in any way (whether by operation of law or otherwise) and
     shall not be subject to execution, attachment, or similar process. Any
     attempted assignment, transfer, pledge, hypothecation, or other disposition
     of these Warrants contrary to the provisions hereof shall be without legal
     effect. The Shares issuable on exercise of the Warrants may not be assigned
     or transferred by the Warrant Holder without the Company's prior written
     consent and, if so requested by the Company, the delivery by the Warrant
     Holder to the Company of an opinion of counsel in form and substance
     satisfactory to the Company stating that such transfer or assignment is in
     compliance with the Securities Act of 1933 and applicable state securities
     laws.

6.   Restrictive Legend. Each certificate for Shares issued upon exercise of
     the Warrant shall bear a legend stating that they have not been
     registered under the

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     Securities Act of 1933 or any state securities laws and referring to the
     restrictions on transferability and sale herein.

7.   Mandatory Exercise; Termination.
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     (a)  Warrant Holder shall exercise all of Warrant Holder's then exercisable
          Warrants within 120 days of the date that Warrant Holder ceases to
          serve the Company as an executive officer, employee, or director.
          Warrant Holder agrees to exercise any Warrants that are not
          exercisable on the date in which Warrant Holder ceases to serve the
          Company within 120 days of the date that those Warrants become
          exercisable.

     (b)  The Company may be required to increase its capital to meet capital
          requirements imposed by statute, rule, regulation, or guideline. In
          order to achieve such capital increase, the Regulatory Agencies may
          direct the Company to require the Warrant Holders to either (i)
          exercise all or part of their Warrants or (ii) allow the Warrants to
          be terminated. If the Regulatory Agencies so direct the Company, then
          the Warrant Holder must exercise or forfeit the Warrants as set forth
          below.

     (c)  When the Company is required to increase its capital as described in
          subsection (b) above, the Company shall send a notice (the "Notice")
          to the Warrant Holder (i) specifying the number of Shares relating to
          the Warrants for which the Warrants must be exercised (the "Number")
          (If less than all Shares relating to Warrants held by all holders of
          Warrants of the Company under agreements substantially similar to this
          one are required by the Company to be exercised or cancelled, the
          Number for the Warrant Holder shall reflect a proportionate allocation
          based on the number of Shares subject to this Agreement as compared to
          the total number of shares subject to warrants held by all such
          warrant holders as a group); (ii) specifying the date prior to which
          the Warrants must be totally or partially exercised, as the case may
          be (the "Deadline"); (iii) specifying the Exercise Price for the
          Shares to be purchased pursuant to the Warrants (such Exercise Price
          not to be less than current book value per share); and (iv) stating
          that the failure of the Warrant holder to exercise the Warrants shall
          result in their automatic termination.

     (d)  If the Warrant Holder does not exercise the Warrants pursuant to the
          terms of the Notice, this Agreement shall be automatically terminated
          on the Deadline, without further act or action by the Warrant Holder
          or the Company, and the Warrant Holder shall deliver this Agreement to
          the Company for cancellation. If the Number is less than the total
          number of Shares that are then subject to exercise under this
          Agreement, the Company shall issue a new Stock Warrant Agreement in
          compliance with Section 1 (e) hereof.

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8.        Covenants of the Company. During the term of the Warrants, the
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          Company shall:

    a)    at all times authorize, reserve and keep available, solely for
          issuance upon exercise of this Warrant, sufficient shares of common
          stock from time to time issuable upon exercise of this Warrant;

    b)    on receipt of evidence reasonably satisfactory to the Company of the
          loss, theft, destruction or mutilation of this Warrant and, in the
          case of loss, theft, or destruction, on delivery of any indemnity
          agreement or bond reasonably satisfactory in form and amount to the
          Company or, in the case of mutilation, on surrender and cancellation
          of this Warrant, a new Warrant of like tenor; and

    c)    on surrender for exchange of this Warrant or any Warrant substituted
          therefore pursuant hereto, properly endorsed, to the Company, at its
          expense, issue and deliver to or on the order of the holder thereof a
          new Warrant or Warrants of like tenor, in the name of such holder or
          as such holder (on payment by such holder of any applicable transfer
          taxes) may direct, calling in the aggregate on the face or faces
          thereof for the issuances of the number of shares of common stock
          issuable pursuant to the terms of the Warrant or Warrants so
          surrendered.

9.        No Dilution or Impairment. The Company shall not amend its Articles of
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          Incorporation or participate in any reorganization, transfer of
          assets, consolidation, merger, dissolution, issuance or sale of
          securities or any other voluntary action for the purpose of avoiding
          or seeking to avoid the observance or performance of any of the terms
          to be observed or performed hereunder by the Company, but will at all
          times in good faith assist in carrying out all such action as may be
          reasonably necessary in order to protect the exercise rights of the
          holder against improper dilution or other impairment.

10.       Amendment. Neither this Agreement nor the rights granted hereunder may
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          be amended, changed or waived except in writing signed by each party
          hereto.

IN WITNESS WHEREOF, the Company has executed and the holder has accepted this
Stock Warrant Agreement as of the date and year first above written.

CNB Bancorp, Inc.                              WARRANT HOLDER:

By: ________________________                   By:____________________________
        President                                   Signature

Attest:_______________________                 _______________________________
        Secretary                                   Print Name

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