EXHIBIT 10.4 - CHANGE IN CONTROL AGREEMENT WITH ROBERT B. BRISCOE DATED
FEBRUARY 20, 1996

                           CHANGE IN CONTROL AGREEMENT

         THIS  AGREEMENT  made  this  20th day of  February,  1996  between  THE
SAVANNAH BANCORP, INC., a Georgia Corporation (hereinafter,  the "Company"), and
ROBERT B. BRISCOE, an employee of the Company or one or more of its subsidiaries
(hereinafter, the "Employee").

         WHEREAS,  the  Employee  is  employed  by the Company and has agreed to
continue  to work  for  the  Company  on the  terms  and  conditions  set  forth
hereinafter;

         WHEREAS,  the Company and the Employee agree that this Agreement  shall
be relied on by each party in continuing the employment  relationship  described
herein and that the execution of this Agreement is a condition  precedent to the
Employee's continued employment with the Company.

         NOW,  THEREFORE,  for and in consideration of the premises and promises
set forth  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which is hereby acknowledged, the Company and the Employee hereby
agree as follows:

         1.  Termination.  (a) If there occurs a Change In Control  (hereinafter
defined)  during the Employee's  employment  with the Company and the Employee's
employment  with the  Company or a  Successor  Entity  (hereinafter  defined) is
terminated  by the  Company  or  Successor  Entity  Without  Cause  (hereinafter
defined)  during the one (1) year period  immediately  following the date of the
Change In Control,  then,  notwithstanding such termination,  the Employee shall
continue to receive compensation at that rate which the Employee was entitled to
receive  as of the  date of  Change  In  Control  for the  one (1)  year  period
immediately  following the date the Employee's  employment with the Company or a
Successor  Entity is  terminated  by the Company or a Successor  Entity  Without
Cause.

         (b)  If  there  occurs  a  Change  in  Control  during  the  Employee's
employment  with  the  Company  and  the  Employee  voluntarily  terminates  his
employment with the Company or a Successor Entity during the one (1) year period
immediately following the date of the Change in Control,  then,  notwithstanding
such  termination,  the Employee shall continue to receive  compensation at that
rate which the  Employee was entitled to receive as of the date of the Change In
Control for the remainder of the one (1) year period  immediately  following the
date of the Change in Control.

         2.  Involuntary  Reduction  in  Benefits.  If there  occurs a Change In
Control (hereinafter  defined) during the Employee's employment with the Company
and the

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Employee's  rate of  compensation  is  decreased  by the  Company or a Successor
Entity  (hereinafter  defined) from that rate which the Employee was entitled to
receive as of the date of the Change In Control  without the Employee's  written
consent  during the one (1) year period  immediately  following  the date of the
Change In Control,  then,  notwithstanding  such  reduction,  the Employee shall
continue to receive compensation at that rate which the Employee was entitled to
receive  as of the  date of  Change  In  Control  for the  one (1)  year  period
immediately  following the date the Employee's rate of compensation is decreased
by the Company or a Successor Entity.

         3. Change In Control.  A "Change In Control" is defined as (i) the sale
of all, or a substantial portion of, the assets of the Company, (ii) a merger or
other reorganization whereby the Company is not the surviving entity, or (iii) a
change in control of the Company as defined or  determined  by the Office of the
Comptroller of the Currency and whether by acquisition of stock or assets of the
Company.  A Change in  Control  shall be deemed  to have  occurred  on the final
closing date of the  transaction,  or series of  transactions,  resulting in the
Change in Control.

         4.  Successor  Entity.  A "Successor  Entity" is defined as a person or
entity, other than the Company, which acquires all, or substantially all of, the
stock or  assets  of the  Company  as a result  of a  transaction  or  series of
transactions which resulted in a Change In Control.

         5.       Without Cause.  The Employee will be deemed to have been
terminated Without Cause if he is terminated for any reason
other than:

         (a)      the  Employee  being  convicted  of,  being  found  guilty of,
                  pleading  guilty to,  pleading nolo  contendere  to, or taking
                  first  offender  treatment to a felony or any crime  involving
                  moral turpitude; or

         (b)      the  Employee  engaging in any  misappropriation,
                  embezzlement or other intentional fraud upon the Company.

         6.  Disclosure  by Company.  The  Employee  agrees that the Company may
disclose the covenants  contained in this Agreement to any person or entity who,
at any time,  considers  purchasing all, or substantially  all of, the assets of
the Company or a majority of the issued and outstanding stock of the Company.

         7.  Breach.  In the event a breach  of this  Agreement  occurs  and the
non-breaching  party retains an attorney for enforcement of his rights hereunder
or other action (whether suit be brought or not), the non-breaching  party shall
be  entitled to  reimbursement  on demand of all costs and  expenses  associated
therewith, including reasonable attorney's fees.

         8. Entire  Agreement;  Modification;  Binding  Effect..  This Agreement
constitutes  the entire and complete  agreement  between the parties  hereto and
supersedes any prior oral or written  agreement between the parties with respect
to the obligations and covenants

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contemplated  hereunder.  It is  expressly  agreed  that  there  are  no  verbal
understandings or agreements which in any way change the terms,  covenants,  and
conditions herein set forth, and that no modification of this Agreement shall be
effective  unless made in writing and duly executed by all parties hereto.  This
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
assigns,  successors,  heirs, estates, and legal and personal representatives of
the parties hereto.

         IN WITNESS  WHEREOF,  the Company and the Employee  have  executed this
Agreement as set forth below.


                                               THE COMPANY:

                                               THE SAVANNAH BANCORP, INC.

                                               By:     /s/ Archie H. Davis


                                               Attest: /s/ Sheron R. Montgomery

[SEAL]

                                               THE EMPLOYEE:


                                               /s/ Robert B. Briscoe     (L.S.)
                                                   Robert B. Briscoe

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