Exhibit 10.4


    
      

    

     

    PAB
      Bankshares, Inc.

    


    1999
      STOCK OPTION PLAN

    As
      Amended and Restated

    On
      February 28, 2006

    


    


    ARTICLE
      I

    


    Purpose,
      Scope and Administration of the Plan

    


    


    1.1    Purpose.
      The
      purpose of this Stock Option Plan is to maximize the long-term success of PAB
      Bankshares, Inc. (the "Company"), and its affiliates, to ensure a balanced
      emphasis on both current and long-term performance and to enhance participants'
      identification with shareholder interests by providing financial incentives
      to
      selected members of its and its affiliates' boards of directors, employees
      and
      consultants who are in positions to make significant contributions toward that
      success. It is intended that the Company will, through the grant of options
      to
      purchase its common stock, attract and retain (and allow its affiliates to
      attract and retain) highly qualified and competent employees and directors
      and
      motivate such employees and directors to exert their best efforts on behalf
      of
      the Company and its affiliates.

    


    1.2    Definitions.
      Unless
      the context clearly indicates otherwise, for purposes of this Plan:

    


     (a)    "Board
      of
      Directors" means the Board of Directors of PAB Bankshares, Inc.

    


     (b)    "Code"
      means the Internal Revenue Code of 1986, as amended.

    


     (c)    "Committee"
      means the Stock Option Committee of the Board of Directors, which shall be
      composed of two or more members appointed from time to time by the Board of
      Directors from among its members. If the Board of Directors does not appoint
      a
      Stock Option Committee, all references in this Plan to the "Committee" shall
      be
      deemed to be references to the Board of Directors where the context so permits
      or requires. 

    


     (d)    "Common
      Stock" means the common stock of the Company, no par value per share, or such
      other class of shares or other securities to which the provisions of the Plan
      may be applicable by reason of the operation of Section 3.1 hereof.

    


     (e)    "Company"
      means PAB Bankshares, Inc. and, where appropriate, any affiliates of the
      Company, including affiliates of the Company which become such after adoption
      of
      this Plan; provided, however, that for purposes of granting Incentive Stock
      Options, the term "Company" shall include only PAB Bankshares, Inc. and its
      subsidiaries that are corporations in which PAB Bankshares, Inc. directly or
      indirectly owns stock possessing 50 percent or more of the total combined voting
      power of all classes of stock in such corporation as provided in Code Section
      424(f). 

     

    
      
        
        

      

      
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     (f)    "Fair
      Market Value" of a share of Common Stock on a specified date means:  

    


     (i)    if
      the
      Common Stock is then traded on a national securities exchange, the closing
      price
      on such date of a share of the Common Stock as traded on the largest securities
      exchange on which it is then traded; or 

    


     (ii)   if
      the
      Common Stock is not then traded on a national securities exchange, the mean
      between the closing composite inter-dealer "bid" and "ask" prices for Common
      Stock, as quoted on the NASDAQ National Market System (A) on such date, or
      (B)
      if no "bid" and "ask" prices are quoted on such date, then on the next preceding
      date on which such prices were quoted; or 

    


     (iii)         
      if
      the
      Common Stock is not then traded on a national securities exchange or quoted
      on
      the NASDAQ National Market System, the value determined in good faith by the
      Committee.

    


     (g)    "Grant
      Date," as used with respect to a particular Option, means the date as of which
      the Option is granted by the Committee pursuant to the Plan.

    


     (h)    "Grantee"
      means the person to whom an Option is granted by the Committee pursuant to
      the
      Plan.

    


     (i)    
"Incentive
      Stock Option" means an Option, or any portion thereof, granted to an employee
      of
      the Company which qualifies as an Incentive Stock Option as described in Section
      422 of the Code, unless the Committee expressly designates the Option, or such
      portion thereof, as a Nonqualified Stock Option.

    


     (j)    
"Nonqualified
      Stock Option" means any Option granted under this Plan, other than an Incentive
      Stock Option.

    


     (k)    "Option"
      means an option granted by the Committee pursuant to Article II to purchase
      shares of Common Stock, which shall be designated at the time of grant as either
      an Incentive Stock Option or a Nonqualified Stock Option, as provided in Section
      2.1 hereof.

    


     (l)    
"Option
      Notice" means the notice provided by the Company to a Grantee under which the
      Grantee is granted an Option pursuant to the Plan. 

    


     (m)   "Option
      Period" means, with respect to any Option granted hereunder, the period
      beginning on the Grant Date and ending at such time not later than the tenth
      anniversary of the Grant Date as the Committee in its sole discretion shall
      determine and during which the Option may be exercised.


    
      
        
        

      

      
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     (n)    "Plan"
      means this PAB Bankshares, Inc. 1999 Stock Option Plan, as amended and restated
      as set forth herein, and as may be subsequently amended from time to
      time.

    


    1.3    Aggregate
      Limitation.

    


     (a)    The
      maximum number of shares of Common Stock with respect to which Options may
      be
      granted shall not exceed a total of 1,400,000 shares in the aggregate, subject
      to possible adjustment in accordance with Section 3.1. The maximum number of
      shares of Common Stock with respect to which Options may be granted as an
      Incentive Stock Option is 1,400,000.

    


     (b)    Any
      shares of Common Stock to be delivered by the Company upon the exercise of
      Options shall, at the discretion of the Board of Directors, be issued from
      the
      Company's authorized but unissued shares of Common Stock or transferred from
      any
      available Common Stock held in treasury.

    


     (c)    The
      Committee may grant new Options hereunder with respect to any shares for which
      an Option expires or otherwise terminates prior to being exercised.

    


    1.4    Administration
      of the Plan.

    


     (a)    The
      Plan
      shall be administered by the Committee, which shall have the
      authority:

    


     (i)    
To
      determine the directors, employees, consultants and advisers of the Company
      to
      whom, and the times at which, Options shall be granted (provided that any grants
      made to participants who are "reporting persons" as defined in Section 16 of
      the
      Securities Exchange Act of 1934, shall, in the event the Committee fails to
      satisfy the requirements of Rule 16b-3, either be made by the full Board of
      Directors or by a sub-committee of the Committee, which satisfies such
      requirements), and the number of shares of Common Stock to be subject to each
      such Option, taking into consideration the nature of the services rendered
      by
      the particular Grantee, the Grantee's potential contribution to the long-term
      success of the Company and such other factors as the Committee in its discretion
      may deem relevant;

    


     (ii)    To
      interpret and construe the provisions of the Plan and to establish rules and
      regulations relating to it;

    


     (iii)   To
      prescribe the terms and conditions of the Option Notices for the grant of
      Options (which need not be identical for all Grantees) in accordance and
      consistent with the requirements of the Plan; and

    


     (iv)   To
      make
      all other determinations necessary or advisable to administer the Plan in a
      proper and effective manner.


    
      
        
        

      

      
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     (b)    All
      decisions and determinations of the Committee in the administration of the
      Plan
      and on other matters concerning the Plan or any Option shall be final,
      conclusive and binding on all persons, including (but not by way of limitation)
      the Company, the shareholders and directors of the Company, and any persons
      having any interest in any Options. The Committee shall be entitled to rely
      in
      reaching its decisions on the advice of counsel (who may be counsel to the
      Company).

    


    1.5    Eligibility
      for Awards.
      The
      Committee shall in accordance with Article II designate from time to time the
      directors, employees, consultants and advisers of the Company who are to be
      granted Options. In no event may a person who is not an employee of the Company
      be granted an Incentive Stock Option under the Plan.

    


    1.6    Effective
      Date and Duration of Plan.
      The
      Plan or any amendment shall become effective on the date of its adoption by
      the
      Board of Directors; provided, that any grant of Options under the Plan prior
      to
      the approval of the Plan or any amendment by the shareholders of the Company
      is
      subject to such shareholder approval within 12 months of adoption of the Plan
      or
      any amendment thereof by the Board of Directors. Unless previously terminated
      by
      the Board of Directors, the Plan (but not any Options then outstanding) shall
      terminate on either (i) the tenth anniversary of its adoption by the Board
      of
      Directors; or, (ii) if amended after its adoption to increase the maximum number
      of shares of Common Stock to which Options may be granted, on the tenth
      anniversary of such amendment by the Board of Directors.”

    


    


    ARTICLE
      II

    


    Stock
      Options

    


    2.1    Grant
      of Options.
      

    


     (a)    The
      Committee may from time to time, subject to the provisions of the Plan, grant
      Options to directors, employees, consultants and advisers of the Company under
      appropriate Option Notices to purchase shares of Common Stock up to the
      aggregate number of shares of Common Stock set forth in Section
      1.3(a).

    


     (b)    The
      Committee may designate as an Incentive Stock Option any Option (or portion
      thereof) granted to an employee of the Company which satisfies the requirements
      of Sections 2.2 and 2.3 hereof. Any portion of an Option that is not designated
      as an Incentive Stock Option (or otherwise does not qualify as an Incentive
      Stock Option) shall be a Nonqualified Stock Option. A Nonqualified Stock Option
      must satisfy the requirements of Section 2.2 hereof, but shall not be subject
      to
      the requirements of Section 2.3.

    


    2.2    Option
      Requirements.

    


     (a)    An
      Option
      shall be evidenced by an Option Notice specifying the number and class of shares
      of Common Stock that may be purchased upon its exercise and containing such
      other terms and conditions consistent with the Plan as the Committee may
      determine to be applicable to that Option.


    
      
        
        

      

      
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     (b)   No
      Option
      shall be granted under the Plan on or after the tenth anniversary of the date
      upon which the Plan was adopted by the Board of Directors; provided, however,
      if
      the Plan is amended after its adoption to increase the maximum number of shares
      of Common Stock to which Options may be granted, no Option shall be granted
      under the Plan on or after the tenth anniversary of the date of such amendment
      by the Board of Directors.”

    


     (c)   An
      Option
      shall expire by its terms at the expiration of the Option Period and shall
      not
      be exercisable thereafter.

    


     (d)   (1)    If
      the
      employment of an employee terminates for any reason other than death or
      disability, any Options granted to the employee under this Plan which have
      not
      been exercised shall automatically terminate on the effective date of the
      employee's termination of employment; however, the Committee reserves the right
      to grant, in writing, to an employee the right to exercise any options granted
      under this Plan for a period not to exceed the earlier of ninety days from
      the
      date of such termination or the expiration date of the Options prescribed in
      the
      Option Notice, to the extent of the number of shares which were purchasable
      thereunder at the date of such termination. The transfer of an employee from
      the
      Company to any subsidiary or vice versa, or from one subsidiary to another
      subsidiary, shall not be deemed a termination of employment for purposes of
      the
      Plan.

    


     (2)    In
      the
      event of the death of a Grantee, any Option held by the Grantee at the time
      of
      his or her death shall become fully exercisable, shall be transferred as
      provided in his or her will or as determined by the laws of descent and
      distribution, and may be exercised, in whole or in part, by the estate of the
      Grantee, or any person that acquired the Option by such bequest or inheritance
      from the Grantee, at any time or from time to time on or before the earlier
      of
      one year after the date of death or the expiration of the Option Period, as
      prescribed in the Option Notice. In the event that a Grantee becomes permanently
      and totally disabled (as determined by the Committee in its sole discretion),
      any Option held by him or her on the date of disability (such date to be
      determined by the Committee in its sole discretion) shall become fully
      exercisable and may be exercised in whole or in part, by the Grantee or his
      or
      her duly appointed guardian or conservator at any time or from time to time,
      on
      or before the earlier of one year after the date of disability or the expiration
      of the Option Period, as prescribed in the Option Notice.

    


     (3)    For
      purposes of this Section 2.2(d), any member of the Board of Directors who has
      been issued Options under the Plan shall be treated as an employee and his
      or
      her resignation or removal from the Board of Directors shall be treated as
      a
      termination of employment.

    


     (e)   The
      Committee may provide in the Option Notice for vesting periods which require
      the
      passage of time and/or the occurrence of events in order for the Option to
      become exercisable.


    
      
        
        

      

      
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     (f)    
The
      option price per share of Common Stock of an Incentive Stock Option shall not
      be
      less than the Fair Market Value of a share of Common Stock on the Grant Date.
      The option price per share of Common Stock of a Nonqualified Stock Option shall
      be such price as shall be determined by the Committee at the time any such
      Nonqualified Option is granted, and may be greater than, equal to, or less
      than
      the Fair Market Value of a share of Common Stock at the time such Nonqualified
      Option is granted.

    


     (g)    An
      Option
      shall not be transferable other than by will or the laws of descent and
      distribution, except that any vested portion of Nonqualified Stock Options
      may
      be transferred if the transfer is approved in advance in writing by the
      Committee or Board of Directors in their sole discretion. Unless transferred
      with approval as provided in the preceding sentence, during the Grantee's
      lifetime an Option shall be exercisable only by the Grantee or, if the Grantee
      is disabled and the Option remains exercisable, by his or her duly appointed
      guardian or other legal representative. Upon the Grantee's death, but only
      to
      the extent that the Option is otherwise exercisable hereunder, an Option may
      be
      exercised by the Grantee's legal representative or by a person who receives
      the
      right to exercise the Option under the Grantee's will or by the applicable
      laws
      of descent and distribution.

    


     (h)    Upon
      demand by the Committee for such a representation, the Grantee (or any person
      acting on the Grantee's behalf) shall deliver to the Committee at the time
      of
      any exercise of an Option a written representation that the Common Stock to
      be
      acquired upon such exercise is to be acquired for investment and not for resale
      or with a view to the distribution thereof or such other representation as
      may
      be required by the Committee. Upon such demand, delivery of such representation
      prior to the delivery of any Common Stock issued upon exercise of an Option
      and
      prior to the expiration of the Option Period shall be a condition precedent
      to
      the right of the Grantee or such other person to purchase any shares of Common
      Stock.

    


     (i)    
A
      person
      electing to exercise an Option shall give written notice of election to the
      Company in such form as the Committee may require, accompanied by payment of
      the
      full purchase price of the shares of Common Stock for which the election is
      made. Payment of the purchase price shall be made in cash or in such other
      form
      as the Committee may deem acceptable.

    


    2.3    Incentive
      Stock Option Requirements.

    


     (a)    An
      Option
      granted to an employee of the Company and designated by the Committee as an
      Incentive Stock Option is intended to qualify as an "incentive stock option"
      within the meaning of Section 422 of the Code and shall satisfy, in addition
      to
      the conditions of Section 2.2 above, the conditions set forth in this Section
      2.3.

    


     (b)    An
      Incentive Stock Option shall not be granted to an individual who on the Grant
      Date owns stock possessing more than ten percent of the total combined voting
      power of all classes of stock of the Company, unless the option price per share
      of Common Stock will not be less than 110% of the Fair Market Value thereof
      on
      the Grant Date and the Option Period does not extend beyond five years from
      the
      Grant Date.


    
      
        
        

      

      
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     (c)    The
      aggregate Fair Market Value, determined on the Grant Date, of the shares of
      Common Stock with respect to which Incentive Stock Options are exercisable
      for
      the first time by a Grantee during any calendar year (under the Plan or any
      other plan of the Company or any parent or subsidiary thereof) shall not exceed
      $100,000.

    


     (d)    If
      shares
      of Common Stock acquired pursuant to an Incentive Stock Option are sold or
      otherwise disposed of by the Grantee within two (2) years of the Grant Date
      of
      the Option or within one (1) year after the transfer of such Common Stock to
      him
      or her, the Grantee shall immediately notify the Company of such disposition.
      The disposition by a Grantee of Stock within either such period will disqualify
      the favorable income tax benefit the Grantee had upon the exercise of the Option
      to purchase such shares. If such a disposition occurs, the Grantee will
      recognize in the year of exercise of the Option to purchase Common Stock,
      ordinary income per share in an amount equal to the fair market value of each
      of
      the shares as of the exercise date in excess of the fair market value determined
      on the Grant Date.

    


    


    ARTICLE
      III

    


    General
      Provisions

    


    3.1    Adjustment
      Provisions.

    


     (a)    In
      the
      event of:

    


     (i)    
payment
      of a stock dividend in respect of Common Stock; or 

     

     

     (ii)    any
      recapitalization, reclassification, split-up or consolidation of or other change
      in the Common Stock; or

     

     

     (iii)   any
      exchange of the outstanding shares of Common Stock in connection with a merger,
      consolidation or other reorganization of or involving the Company or a sale
      by
      the Company of all or a portion of its assets, for a different number or class
      of shares of stock or other securities of the Company or for shares of the
      stock
      or other securities of any other corporation;

    


    then
      the
      Committee shall, in such manner as it may determine in its sole discretion,
      appropriately adjust the number and class of shares or other securities which
      shall be subject to Options and the purchase price per share which must be
      paid
      thereafter upon exercise of any Option. Any such adjustments made by the
      Committee shall be final, conclusive and binding upon all persons, including
      (but not by way of limitation) the Company, the shareholders and directors
      of
      the Company, and any persons having any interest in any Options which may be
      granted under the Plan.


    
      
        
        

      

      
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     (b)    Except
      as
      provided above in subparagraph (a) of this paragraph 3.1, issuance by the
      Company of shares of stock of any class or securities convertible into shares
      of
      stock of any class shall not affect the Options.

    


    3.2    Additional
      Conditions.
      Any
      shares of Common Stock issued or transferred under any provision of the Plan
      may
      be issued or transferred subject to such conditions, in addition to those
      specifically provided in the Plan, as the Committee or the Company may impose,
      and may require as a condition to exercise of the Option that the Grantee (or
      any person acting on the Grantee's behalf) enter into any agreement or execute
      any acknowledgment that the Committee shall deem necessary to ensure that the
      shares of Common Stock acquired pursuant to the Option will be subject to any
      shareholders agreement as may be in effect at the time such Option is
      exercised.

    


    3.3    No
      Rights as Shareholder or to Employment.
      No
      Grantee or any other person authorized to purchase Common Stock upon exercise
      of
      an Option shall have any interest in or shareholder rights with respect to
      any
      shares of Common Stock which are subject to any Option until certificates
      evidencing the shares have been issued and delivered to the Grantee or any
      such
      person upon the exercise of the Option. Furthermore, an Option shall not confer
      upon any Grantee any rights to employment or any other relationship with the
      Company, including without limitation any right to continue in the employ of
      the
      Company, nor affect the right of the Company to terminate the employment or
      other relationship of the Grantee with the Company at any time with or without
      cause.

    


    3.4    Legal
      Restrictions.
      If in
      the opinion of legal counsel for the Company the issuance or sale of any shares
      of Common Stock pursuant to the exercise of an Option would not be lawful for
      any reason, including (but not by way of limitation) the inability or failure
      of
      the Company to obtain from any governmental authority or regulatory body the
      authority deemed necessary by such counsel for such issuance or sale, the
      Company shall not be obligated to issue or sell any Common Stock pursuant to
      the
      exercise of an Option to a Grantee or any other authorized person unless the
      Company receives evidence satisfactory to its legal counsel that the issuance
      and sale of the shares would not constitute a violation of any applicable
      securities laws. The Company shall in no event be obligated to take any action
      which may be required in order to permit, or to remedy or remove any prohibition
      or limitation on, the issuance or sale of such shares to any Grantee or other
      authorized person.

    


    3.5    Rights
      Unaffected.
      The
      existence of the Options shall not affect: the right or power of the Company
      and
      its shareholders to make adjustments, recapitalizations, reorganizations or
      other changes in the Company's capital structure or its business; any issuance
      of bonds, debentures, preferred or prior preference stocks affecting the Common
      Stock or the rights thereof; the dissolution or liquidation of the Company,
      or
      sale or transfer of any part of its assets or business; or any other corporate
      act, whether of a similar character or otherwise. 

    


    3.6    Withholding
      Taxes.
      As a
      condition to exercise of an Option, the Company may in its sole discretion
      withhold or require the Grantee to pay or reimburse the Company for any taxes
      which the Company determines are required to be withheld in connection with
      the
      grant or any exercise of an Option.


    
      
        
        

      

      
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    3.7    Choice
      of Law.
      The
      validity, interpretation and administration of the Plan and of any rules,
      regulations, determinations or decisions made thereunder, and the rights of
      any
      and all persons having or claiming to have any interest therein or thereunder,
      shall be determined exclusively in accordance with the laws of the State of
      Georgia. Without limiting the generality of the foregoing, the period within
      which any action in connection with the Plan must be commenced shall be governed
      by the laws of the State of Georgia, without regard to the place where the
      act
      or omission complained of took place, the residence of any party to such action
      or the place where the action may be brought or maintained.

    


    3.8    Amendment,
      Suspension and Termination of Plan.
      The
      Plan may from time to time be terminated, suspended or amended by the Board
      of
      Directors in such respects as it may deem advisable, including any such
      amendment effected (i) so that the Incentive Stock Options granted hereunder
      shall be "incentive stock options" as such term is defined in Section 422 of
      the
      Code, or (ii) to conform to any change in any law or regulation governing the
      Plan, or the Options granted hereunder; provided, however, that no such
      amendment shall change the following unless approved by the shareholders of
      the
      Company within twelve months following the date such amendment is
      adopted:

    


     (A)   The
      maximum aggregate number of shares for which Options may be granted under the
      Plan, except as required under any adjustment pursuant to Section 3.1 hereof;
      or

    


     (B)    The
      requirements as to eligibility for participation in the Plan in any material
      respect.

    


     (C)    Extend
      the term of the Plan.

    


    3.9    Headings.
      The
      headings in this Plan are for convenience only and are not to be used in
      interpreting the meaning or effect of any provisions hereof.

    


    AS
      ADOPTED BY THE BOARD OF DIRECTORS OF PAB BANKSHARES, INC. ON MARCH 15, 1999,
      AND
      SUBSEQUENTLY AMENDED AND RESTATED ON
      FEBRUARY 28, 2006.

    


    


    
      	 	 	
              PAB
                BANKSHARES, INC.

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:
                

            	
              /s/
                Denise McKenzie

            	 
	 	 	 	 	 
	 	 	
               

            	
              Secretary

            	 


    

     

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