GEORGIA TRUST BANCSHARES, INC. NONQUALIFIED STOCK OPTION COMMON STOCK

Exhibit 10.3(b)

GEORGIA TRUST BANCSHARES, INC.

NONQUALIFIED STOCK OPTION

COMMON STOCK

($1.00 Par Value Per Share)

OPTION FOR THE PURCHASE OF:                      SHARES

EXERCISE PRICE PER SHARE:                     

DATE OF GRANT:                     

THIS OPTION AGREEMENT, made and entered into this      day of                      , 2005 by and between Georgia Trust Bancshares, Inc., a Georgia corporation (the “Company”), and                                                                                        (the “Grantee”);

W I T N E S S E T H:

WHEREAS, the GEORGIA TRUST BANCSHARES, INC. 2005 STOCK OPTION PLAN (the “Plan”) has been adopted by the Company; and

WHEREAS, Article II of the Plan authorizes the Committee to cause the Company to enter into a written agreement with the Grantee setting forth the form and the amount of any award and any conditions and restrictions of the award imposed by the Plan and the Committee; and

WHEREAS, the Committee desires to make an award to the Grantee consisting of a Nonqualified Stock Option;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Grantee hereby agree as follows:

1. General Definitions. Any capitalized terms herein shall have the meaning set forth in the Plan, and, in addition, for purposes of this Option Agreement, each of the following terms, when used herein, shall have the meaning set forth below:

(a) “Change in Control” shall mean circumstances whereby one of the following events occurs during the term of this Option Agreement:

(i) a notice or an application is filed with the Federal Reserve Board (“FRB”) pursuant to Regulation “Y” of the FRB under the Change in Bank Control Act or the Bank Holding Company Act or with the Georgia Department of Banking and Finance pursuant to the Financial Institutions Code of Georgia for permission to acquire control of the Company; or

(ii) more than 25% of the Company’s outstanding common stock or equivalent in voting power of any class or classes of outstanding securities of the Company entitled to vote in elections of the Board of Directors shall be acquired by any corporation or other person, or group; or

(iii) the Company shall become a subsidiary of another corporation or shall be merged or consolidated into another corporation and (a) less than a majority of the outstanding voting shares of the parent or surviving corporation after such acquisition, merger or consolidation are owned immediately after such acquisition, merger or consolidation by the owners of the voting shares of the Company immediately before such acquisition, merger or consolidation, or (b) less than a majority of the members of the board of directors of the corporation resulting from such business combination were members of the Board of Directors at the time of the execution of the initial agreement for such merger or consolidation; or

(iv) substantially all of the assets of the Company shall be sold to another entity other than a sale to a wholly-owned subsidiary of the Company.

(b) The “Code” shall mean the Internal Revenue Code of 1986, as amended.

(c) The “Common Stock” shall mean the common stock of the Company, $1.00 par value per share.

(d) The “Exercise Date” shall mean the first anniversary of the Date of Grant. At any time during the period of this Option commencing with the first anniversary of the Date of Grant, the Grantee may purchase up to 20% of the shares covered by this Option and may purchase an additional 20% on the second, third, fourth and fifth anniversary from the Date of Grant so that this Option will be fully vested on the fifth anniversary of the Date of Grant unless there shall occur a Change in Control, in which event, this Option shall be fully vested on the date of such Change in Control.

(e) The “Expiration Date” shall mean the date on which this Option expires pursuant to the provisions of paragraph 4 hereof.

(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

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(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) “Good Cause,” with respect to any dismissal of Grantee from his or her employment with the Company or any of its affiliates, shall mean the dismissal of the Grantee from such employment by the Company or any of its affiliates by reason of (i) the Grantee’s being convicted of, or pleading guilty or confessing to, any felony or any act of fraud, misappropriation or embezzlement, (ii) the Grantee’s improperly releasing or misappropriating trade secrets or other tangible or intangible property of the Company or any of its affiliates or engaging in a dishonest act to the damage or prejudice of the Company or any of its affiliates or in willful or grossly negligent conduct or activities materially damaging to the property, business or reputation of the Company or any of its affiliates, or (iii) the Grantee’s failing, without reasonable cause, to devote his or her full business time and efforts to the Company or any of its affiliates.

(h) This “Option” shall mean the option evidenced by this Option Agreement, which is intended to be a “nonqualified stock option”.

(i) The “Option Price” shall mean the purchase price of each share of Common Stock that may be purchased by the Grantee upon the exercise of this Option, in whole or in part. The Option Price is set forth under “EXERCISE PRICE PER SHARE” at the beginning of page 1 of this Option Agreement as adjusted from time to time in accordance with the provisions hereof.

2. Grant of Option. Upon the terms and subject to the conditions and limitations hereinafter set forth, the Grantee shall have the right, at any time after the Exercise Date and on or before the Expiration