WGNB CORP
AMENDMENT TO EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>g77724exv10w4.txt
<DESCRIPTION>AMENDMENT TO EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.4

                                  WEST GEORGIA
                                 NATIONAL BANK

April 11, 2002

Richard A. Duncan
350 West Club Drive
Carrollton, Georgia 30117

         Re:      West Georgia National Bank ("WGNB") Employment of Richard
                  Duncan ("Employee")

Dear Mr. Duncan:

         The purpose of this letter is to set forth the new terms upon which
WGNB agrees to employ you and under which you agree to be employed at WGNB. In
that regard, please consult the letter agreement between you and WGNB dated
August 30, 2000. This letter shall be treated as an amendment to that letter
agreement pursuant to the "Miscellaneous" section of that letter agreement. The
letter agreement shall remain in full force and effect, except as amended
below:

         TERM. This Agreement is for a term of two years from the above date
and may be extended for one additional year if neither party gives notice of
termination more 90 days before the expiration of the initial term.

         COMPENSATION AND BENEFITS. From the time you agree to the terms of
this letter until such time that this letter is amended or such time that your
employment is terminated, WGNB will pay you for your services at a rate of
$115,210 annually. (All other terms of "Compensation and Benefits" from the
letter agreement remain in full force and effect.)

         IMPACT OF TERMINATION CAUSE UPON SEVERANCE COMPENSATION. If you are
terminated without cause you shall receive upon such termination a lump-sum
payment equal to two years compensation, including salary and benefits. (All
other terms of "Impact of Termination Cause Upon Severance Compensation" from
the letter agreement remain in full force and effect.)

         If you agree with the terms of this letter, please signify by signing
below.

                                            Sincerely,

                                            West Georgia National-Bank

                                            /s/ L. Leighton Alston

                                            By: L. LEIGHTON ALSTON
                                            Its: CHIEF EXECUTIVE OFFICER

Agreed to and accepted, this 30 day of May, 2002.

                                            /s/ Richard A. Duncan



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