FREEDOM BANCSHARES, INC.
                            2003 STOCK INCENTIVE PLAN




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                                TABLE OF CONTENTS

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SECTION  1  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

     1.1  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

SECTION  2  THE  STOCK  INCENTIVE  PLAN . . . . . . . . . . . . . . . . . . . .4

     2.1  Purpose  of  the  Plan. . . . . . . . . . . . . . . . . . . . . . . .4
     2.2  Stock  Subject  to  the  Plan . . . . . . . . . . . . . . . . . . . .4
     2.3  Administration  of  the  Plan . . . . . . . . . . . . . . . . . . . .4
     2.4  Eligibility  and  Limits. . . . . . . . . . . . . . . . . . . . . . .5

SECTION  3  TERMS  OF  STOCK  INCENTIVES. . . . . . . . . . . . . . . . . . . .5

     3.1  General  Terms  and  Conditions . . . . . . . . . . . . . . . . . . .5
     3.2  Terms  and  Conditions  of  Options . . . . . . . . . . . . . . . . .6
          (a)  Option  Price. . . . . . . . . . . . . . . . . . . . . . . . . .7
          (b)  Option  Term . . . . . . . . . . . . . . . . . . . . . . . . . .7
          (c)  Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
          (d)  Conditions  to  the  Exercise  of  an  Option. . . . . . . . . .7
          (e)  Termination  of  Incentive  Stock  Option. . . . . . . . . . . .8
          (f)  Special  Provisions  for  Certain  Substitute  Options . . . . .8
     3.3  Treatment  of  Awards  Upon  Termination  of  Service . . . . . . . .8

SECTION  4  RESTRICTIONS  ON  STOCK . . . . . . . . . . . . . . . . . . . . . .8

     4.1  Escrow  of  Shares. . . . . . . . . . . . . . . . . . . . . . . . . .8
     4.2  Restrictions  on  Transfer. . . . . . . . . . . . . . . . . . . . . .9

SECTION  5  GENERAL  PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . .9

     5.1  Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
     5.2  Changes  in  Capitalization;  Merger;  Liquidation. . . . . . . . . .9
     5.3  Cash  Awards. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     5.4  Compliance  with  Code. . . . . . . . . . . . . . . . . . . . . . . 10
     5.5  Right  to  Terminate  Service . . . . . . . . . . . . . . . . . . . 10
     5.6  Restrictions  on  Delivery  and  Sale  of  Shares;  Legends . . . . 11
     5.7  Non-Alienation  of  Benefits. . . . . . . . . . . . . . . . . . . . 11
     5.8  Termination  and  Amendment  of  the  Plan. . . . . . . . . . . . . 11
     5.9  Stockholder  Approval . . . . . . . . . . . . . . . . . . . . . . . 11
     5.10  Choice  of  Law. . . . . . . . . . . . . . . . . . . . . . . . . . 11
     5.11  Effective  Date  of  the  Plan . . . . . . . . . . . . . . . . . . 11


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                            FREEDOM BANCSHARES, INC.
                            2003 STOCK INCENTIVE PLAN


                             SECTION 1  DEFINITIONS

     1.1     Definitions.  Whenever  used herein, the masculine pronoun shall be
             -----------
deemed  to  include the feminine, and the singular to include the plural, unless
the context clearly indicates otherwise, and the following capitalized words and
phrases  are  used  herein  with  the  meaning  thereafter  ascribed:

          (a)   "Affiliate"  means
                 ---------

               (1)     any  Subsidiary  or  Parent;

               (2)     an  entity  that  directly  or  through  one  or  more
intermediaries  controls,  is controlled by, or is under common control with the
Company,  as  determined  by  the  Company;  or

               (3)     any  entity  in  which the Company has such a significant
interest  that  the  Company  determines  it should be deemed an "Affiliate," as
determined  in  the  sole  discretion  of  the  Company.

          (b)  "Bank"  means  Freedom  Bank  of  Georgia  (In  Organization).
                ----

          (c)  "Board of Directors" means the board of directors of the Company.
                ------------------

          (d)  "Cause"  has  the  same  meaning as provided in the employment
                -----
agreement  between  a Participant and the Company or Affiliate(s) on the date of
Termination of Service, or if no such definition or employment agreement exists,
"Cause"  means conduct amounting to  (1) fraud or dishonesty against the Company
or  Affiliate(s);  (2)  Participant's  willful  misconduct,  repeated refusal to
follow  the reasonable directions of the Board of Directors or knowing violation
of  law in the course of performance of the duties of Participant's service with
the  Company  or  Affiliate(s);  (3)  repeated  absences  from  work  without  a
reasonable  excuse; (4) repeated intoxication with alcohol or drugs while on the
Company's  or  Affiliate(s)'  premises  during  regular  business  hours;  (5) a
conviction or plea of guilty or nolo contendere to a felony or a crime involving
dishonesty;  or (6) a breach or violation of the terms of any agreement to which
a  Participant  and  the  Company  or  Affiliate(s)  are  party.

          (e)  "Change  in  Control"  means  any  one of the following events
                -------------------
which  may  occur  after  the  date  a  Stock  Incentive  is  granted:

               (1)  the  acquisition  by  any  individual,  entity  or "group,"
within  the  meaning  of  Section 13(d)(3) or Section 14(d)(2) of the Securities
Exchange  Act  of 1934, as amended, (a "Person") of beneficial ownership (within
the  meaning  of  Rule  13-d-3  promulgated under the Securities Exchange Act of
1934)  of  voting  securities  of the Company or the Bank where such acquisition
causes any such Person to own fifty percent (50%) or more of the combined voting


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power  of  the  then outstanding voting securities entitled to vote generally in
the  election  of  directors;

               (2)  within  any  twelve-month  period,  the  persons  who  were
directors  of  the  Company or the Bank immediately before the beginning of such
twelve-month  period  (the  "Incumbent  Directors") shall cease to constitute at
least  a majority of the Board of Directors of the Company or the Bank; provided
that  any  director  who  was  not  a  director  as  of  the  beginning  of such
twelve-month period shall be deemed to be an Incumbent Director if that director
were  elected to the Board of Directors of the Company or the Bank by, or on the
recommendation  of or with the approval of, at least two-thirds of the directors
who then qualified as Incumbent Directors; and provided further that no director
whose initial assumption of office is in connection with an actual or threatened
election  contest relating to the election of directors shall be deemed to be an
Incumbent  Director;

               (3)  a  reorganization,  merger,  share  exchange  combination or
consolidation,  with  respect  to which persons who were the stockholders of the
Company  or  the  Bank  immediately  prior to such reorganization, merger, share
exchange  combination  or consolidation do not, immediately thereafter, own more
than  fifty  percent  (50%) of the combined voting power entitled to vote in the
election  of directors of the reorganized, merged or consolidated company's then
outstanding  voting  securities;  or

               (4)  the  sale,  transfer  or  assignment of all or substantially
all  of  the  assets  of  the  Company  or  the  Bank  to  any  third  party.

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

          (g)  "Committee"  means  the  committee  appointed  by  the  Board  of
                ---------
Directors to administer the Plan pursuant to Plan Section 2.3.  If the Committee
has  not been appointed, the Board of Directors in its entirety shall constitute
the  Committee.

          (h)  "Disability"  has  the same meaning as provided in the long-term
                ----------
disability  plan  or  policy  maintained  or,  if  applicable,  most  recently
maintained,  by the Company or an Affiliate for the Participant. If no long-term
disability  plan  or policy was ever maintained on behalf of the Participant or,
if  the  determination  of  Disability  relates  to  an  Incentive Stock Option,
Disability  shall  mean  that  condition  described in Code Section 22(e)(3), as
amended  from  time  to  time.  In  the event of a dispute, the determination of
Disability  shall  be  made  by the Board of Directors and shall be supported by
advice  of  a  physician competent in the area to which such Disability relates.

          (i)  "Disposition"  means  any conveyance, sale, transfer, assignment,
                -----------
pledge  or  hypothecation,  whether  outright  or  as  security,  inter vivos or
testamentary,  with  or  without  consideration,  voluntary  or  involuntary.

          (j)  "Fair  Market  Value"  with  regard  to  a  date  means:
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               (1)     the  price  at  which  Stock shall have been sold on that
date  or  the  last  trading date prior to that date as reported by the national
securities  exchange  selected by the Committee on which the shares of Stock are
then  actively traded or, if applicable, as reported by the NASDAQ Stock Market;

               (2)     if  such market information is not published on a regular
basis,  the  price  of  Stock in the over-the-counter market on that date or the
last  business day prior to that date as reported by the NASDAQ Stock Market or,
if  not  so  reported,  by  a  generally  accepted  reporting  service;  or

               (3)     if  Stock  is  not publicly traded, as determined in good
faith by the Committee with due consideration being given to (i) the most recent
independent  appraisal of the Company, if such appraisal is not more than twelve
months  old  and  (ii)  the  valuation  methodology  used in any such appraisal.

     For  purposes  of  Paragraphs (1), (2), or (3) above, the Committee may use
the  closing  price  as  of the applicable date, the average of the high and low
prices  as  of  the applicable date or for a period certain ending on such date,
the  price determined at the time the transaction is processed, the tender offer
price for shares of Stock, or any other method which the Committee determines is
reasonably  indicative  of  the  fair  market  value.

          (k)  "Incentive  Stock  Option"  means  an  incentive stock option, as
                ------------------------
defined  in  Code  Section  422,  described  in  Plan  Section  3.2.

          (l)  "Non-Qualified  Stock  Option"  means  a stock option, other than
                ---------------------------
an  option  qualifying  as  an Incentive Stock Option, described in Plan Section
3.2.

          (m) "Option" means a Non-Qualified Stock Option or an Incentive
               ------
Stock  Option.

          (n)  "Over  10%  Owner"  means  an  individual  who  at  the  time  an
                ----------------
Incentive  Stock  Option  is granted owns Stock possessing more than ten percent
(10%) of the total combined voting power of the Company or one of its Parents or
Subsidiaries,  determined  by  applying  the  attribution  rules of Code Section
424(d).

          (o)  "Parent"  means  any  corporation  (other than the Company) in an
                ------
unbroken  chain  of  corporations  ending  with  the Company if, with respect to
Incentive  Stock Options, at the time of granting of the Incentive Stock Option,
each  of  the  corporations  other  than the Company owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in  one  of  the  other  corporations  in  the  chain.

          (p) "Participant" means an individual who receives a Stock
               -----------
Incentive  hereunder.

          (q)  "Plan"  means  the  Freedom Bancshares, Inc. 2003 Stock Incentive
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Plan.


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          (r)  "Stock"  means  the  Company's  common stock, $1.00 par value per
                -----
share.

          (s)  "Stock  Incentive  Agreement"  means  an  agreement  between  the
                ---------------------------
Company  and a Participant or other documentation evidencing an award of a Stock
Incentive.

          (t)  "Stock  Incentives"  means,  collectively,  Incentive  Stock
                -----------------
Options  and  Non-Qualified  Stock  Options.

          (u)  "Subsidiary"  means  any  corporation (other than the Company) in
                ----------
an unbroken chain of corporations beginning with the Company if, with respect to
Incentive  Stock  Options,  at  the  time of the granting of the Incentive Stock
Option, each of the corporations other than the last corporation in the unbroken
chain  owns  stock  possessing fifty percent (50%) or more of the total combined
voting  power  of  all  classes of stock in one of the other corporations in the
chain.  A  "Subsidiary" shall include any entity other than a corporation to the
extent  permissible  under  Section 424(f) or regulations or rulings thereunder.

          (v)  "Termination  of  Service"  means  the termination of the service
                ------------------------
relationship,  whether  employment  or  otherwise, between a Participant and the
Company  and  any  Affiliates,  regardless of the fact that severance or similar
payments  are  made to the Participant for any reason, including, but not by way
of  limitation,  a  termination  by resignation, discharge, death, Disability or
retirement.  The  Committee  shall,  in  its  absolute discretion, determine the
effect  of  all  matters  and  questions  relating  to a Termination of Service,
including,  but  not  by  way  of limitation, the question of whether a leave of
absence  constitutes  a  Termination  of  Service,  or  whether a Termination of
Service  is  for  Cause.

                       SECTION 2  THE STOCK INCENTIVE PLAN

     2.1     Purpose  of  the  Plan.  The  Plan  is  intended  to  (a)  provide
             ----------------------
incentives  to  officers,  employees  and  directors  of  the  Company  and  its
Affiliates  to  stimulate  their  efforts  toward  the  continued success of the
Company and to operate and manage the business in a manner that will provide for
the  long-term  growth  and  profitability  of  the Company; (b) encourage stock
ownership by officers, employees and directors by providing them with a means to
acquire  a proprietary interest in the Company by acquiring shares of Stock; and
(c)  provide  a  means  of  obtaining  and  rewarding  key  personnel.

     2.2     Stock  Subject  to  the  Plan.  Subject to adjustment in accordance
             -----------------------------
with  Section 5.2, 80,000 shares of Stock (the "Maximum Plan Shares") are hereby
reserved  exclusively  for  issuance  upon exercise or payment pursuant to Stock
Incentives.  The  shares  of  Stock  attributable  to  the  nonvested,  unpaid,
unexercised,  unconverted  or otherwise unsettled portion of any Stock Incentive
that  is  forfeited or cancelled or expires or terminates for any reason without
becoming  vested,  paid,  exercised, converted or otherwise settled in full will
again  be  available  for  purposes  of  the  Plan.

     2.3     Administration  of the Plan.  The Plan shall be administered by the
             ---------------------------
Committee.   The Committee shall consist of at least two members of the Board of
Directors.  The  Committee  shall  have  full  authority  in  its  discretion to
determine the officers, employees and directors of the Company or its Affiliates


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to  whom Stock Incentives shall be granted and the terms and provisions of Stock
Incentives  subject  to  the  Plan.  Subject  to the provisions of the Plan, the
Committee  shall  have  full  and conclusive authority to interpret the Plan; to
prescribe,  amend  and  rescind  rules  and regulations relating to the Plan; to
determine  the terms and provisions of the respective Stock Incentive Agreements
and  to  make  all  other  determinations  necessary or advisable for the proper
administration  of the Plan.  The Committee's determinations under the Plan need
not  be  uniform and may be made by it selectively among persons who receive, or
are  eligible to receive, awards under the Plan (whether or not such persons are
similarly  situated).  The  Committee's  decisions shall be final and binding on
all Participants.  Each member of the Committee shall serve at the discretion of
the  Board  of Directors and the Board of Directors may from time to time remove
members  from or add members to the Committee.  Vacancies on the Committee shall
be  filled  by  the  Board  of  Directors.

     The  Committee  shall  select one of its members as chairman and shall hold
meetings at the times and in the places as it may deem advisable.  Acts approved
by  a  majority  of  the Committee in a meeting at which a quorum is present, or
acts  reduced  to  or  approved  in  writing by a majority of the members of the
Committee,  shall  be  the  valid  acts  of  the  Committee.

     2.4     Eligibility  and  Limits.  Stock  Incentives may be granted only to
             ------------------------
officers,  employees  and  directors  of the Company or any Affiliate; provided,
however,  that  an  Incentive Stock Option may only be granted to an employee of
the  Company  or  any  Subsidiary.  In  the case of Incentive Stock Options, the
aggregate Fair Market Value (determined as of the date an Incentive Stock Option
is  granted)  of  stock with respect to which stock options intended to meet the
requirements  of  Code  Section  422 become exercisable for the first time by an
individual  during  any  calendar  year  under  all plans of the Company and its
Parents  and  Subsidiaries  shall not exceed $100,000; provided further, that if
the  limitation  is  exceeded,  the  Incentive  Stock  Option(s) which cause the
limitation  to  be  exceeded  shall be treated as Non-Qualified Stock Option(s),
except  as  the  terms  of  the  Stock Incentive Agreement may expressly provide
otherwise.

                      SECTION 3  TERMS OF STOCK INCENTIVES

     3.1     General  Terms  and  Conditions.
             -------------------------------

          (a)  The  number  of  shares  of  Stock  as to which a Stock Incentive
shall  be  granted  shall be determined by the Committee in its sole discretion,
subject  to  the  provisions  of  Section  2.2, as to the total number of shares
available  for  grants  under  the  Plan.  If  a  Stock  Incentive  Agreement so
provides,  a  Participant  may  be  granted a new Option to purchase a number of
shares  of  Stock  equal  to  the  number  of  previously  owned shares of Stock
purchased  pursuant  to  the  terms  of  the  Stock  Incentive  Agreement.

          (b)  Each  Stock  Incentive  shall  be  evidenced by a Stock Incentive
Agreement in such form and containing such terms, conditions and restrictions as
the  Committee  may  determine  is  appropriate.  Each Stock Incentive Agreement
shall be subject to the terms of the Plan and any provision in a Stock Incentive
Agreement  that  is  inconsistent  with  the  Plan  shall  be  null  and  void.


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          (c)  The  date  a  Stock  Incentive is granted shall be the date on
which  the  Committee  has  approved  the  terms  of,  and  satisfaction  of any
conditions  applicable  to,  the grant of the Stock Incentive and has determined
the  recipient  of  the  Stock Incentive and the number of shares covered by the
Stock  Incentive  and  has taken all such other action necessary to complete the
grant  of  the  Stock  Incentive.

          (d)  The  Committee  may  provide in any Stock Incentive Agreement (or
subsequent  to  the  award  of  a Stock Incentive but prior to its expiration or
cancellation, as the case may be) that, in the event of a Change in Control, the
Stock Incentive shall or may be cashed out on the basis of any price not greater
than  the highest price paid for a share of Stock in any transaction reported by
any  market or system selected by the Committee on which the shares of Stock are
then  actively  traded  during  a  specified  period  immediately  preceding  or
including  the  date of the Change in Control or offered for a share of Stock in
any  tender  offer  occurring during a specified period immediately preceding or
including  the  date the tender offer commences; provided that, in no case shall
any  such  specified  period  exceed  three  (3)  months (the "Change in Control
Price").  For purposes of this Subsection, any Option shall be cashed out on the
basis  of  the  excess, if any, of the Change in Control Price over the Exercise
Price  to the extent the Option is then exercisable in accordance with the terms
of  the  Option  and  the  Plan.

          (e)  Any  Stock  Incentive  may  be  granted in connection with all or
any  portion  of  a  previously  or  contemporaneously  granted Stock Incentive.
Exercise  or  vesting  of  a  Stock Incentive granted in connection with another
Stock  Incentive  may  result  in  a  pro  rata surrender or cancellation of any
related  Stock  Incentive,  as  specified  in  the  applicable  Stock  Incentive
Agreement.

          (f)  Stock  Incentives  shall not be transferable or assignable except
by  will  or  by  the laws of descent and distribution and shall be exercisable,
during  the Participant's lifetime, only by the Participant; in the event of the
Disability  of  the Participant, by the legal representative of the Participant;
or  in the event of the death of the Participant, by the personal representative
of the Participant's estate or if no personal representative has been appointed,
by  the  successor  in  interest  determined  under  the  Participant's  will.

     3.2     Terms  and  Conditions  of  Options.  Each Option granted under the
             -----------------------------------
Plan  shall be evidenced by a Stock Incentive Agreement.  At the time any Option
is  granted,  the  Committee  shall  determine  whether  the  Option is to be an
Incentive  Stock Option or a Non-Qualified Stock Option, and the Option shall be
clearly  identified  as  to  its  status  as  an  Incentive  Stock  Option  or a
Non-Qualified  Stock  Option.  At  the  time  any  Incentive  Stock  Option  is
exercised,  the  Company shall be entitled to place a legend on the certificates
representing  the  shares  of  Stock purchased pursuant to the Option to clearly
identify  them  as shares of Stock purchased upon exercise of an Incentive Stock
Option.  An  Incentive  Stock  Option  may only be granted within ten (10) years
from  the  earlier  of the date the Plan is adopted by the Board of Directors or
approved  by  the  Company's  stockholders.  All  Options shall provide that the
primary  federal  regulator of the Bank may require a Participant to exercise an
Option  in  whole  or  in  part  if  the capital of the Bank falls below minimum


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requirements  and  shall  further  provide  that, if the Participant fails to so
exercise  any  such  portion  of the Option, that portion of the Option shall be
forfeited.

          (a)  Option  Price.  Subject  to adjustment in accordance with Section
               -------------
5.2  and  the  other  provisions  of  this  Section 3.2, the exercise price (the
"Exercise  Price")  per  share of Stock purchasable under any Option shall be as
set  forth  in  the  applicable  Stock Incentive Agreement. With respect to each
grant  of  an  Incentive  Stock  Option  to a Participant who is not an Over 10%
Owner, the Exercise Price per share shall not be less than the Fair Market Value
on  the  date  the Option is granted. With respect to each grant of an Incentive
Stock Option to a Participant who is an Over 10% Owner, the Exercise Price shall
not  be  less  than  110%  of  the  Fair  Market Value on the date the Option is
granted.  With  respect  to  each  grant  of  a  Non-Qualified Stock Option, the
Exercise  Price  per share may be no less than Fair Market Value on the date the
Option  is  granted.

          (b)  Option  Term.  The  term of  an  Option  shall be as specified in
               ------------
the  applicable  Stock Incentive Agreement; provided, however that any Incentive
Stock  Option  granted  to  a  Participant  shall  not  be exercisable after the
expiration  of  ten  (10)  years  after  the  date the Option is granted and any
Incentive  Stock  Option  granted  to an Over 10% Owner shall not be exercisable
after  the  expiration  of  five (5) years after the date the Option is granted.

          (c)  Payment.  Payment for all shares of Stock  purchased  pursuant to
               -------
the  exercise  of an Option will be made in any form or manner authorized by the
Committee  in  the Stock Incentive Agreement or by amendment thereto, including,
but  not  limited  to, cash or, if the Stock Incentive Agreement provides (1) by
having  a  number of shares of Stock withheld, the Fair Market Value of which as
of the date of exercise is sufficient to satisfy the Exercise Price, or (2) in a
cashless  exercise  through  a broker. In its discretion, the Committee also may
authorize  (at the time an Option is granted or thereafter) Company financing to
assist  the Participant as to payment of the Exercise Price on such terms as may
be offered by the Committee in its discretion. Payment shall be made at the time
that  the Option or any part thereof is exercised, and no shares shall be issued
or  delivered upon exercise of an Option until full payment has been made by the
Participant.  The holder of an Option, as such, shall have none of the rights of
a  stockholder.

          (d)  Conditions  to the  Exercise of an Option.  Each  Option  granted
               -----------------------------------------
under  the  Plan shall be exercisable by the Participant or any other designated
person,  at  such time or times, or upon the occurrence of such event or events,
and  in  such  amounts,  as  the  Committee shall specify in the Stock Incentive
Agreement;  provided,  however,  that  subsequent to the grant of an Option, the
Committee,  at  any  time  before  complete  termination  of  such  Option,  may
accelerate  the  time or times at which such Option may be exercised in whole or
in  part, including, without limitation, upon a Change in Control and may permit
the  Participant  or  any other designated person to exercise the Option, or any
portion  thereof,  for  all or part of the remaining Option term notwithstanding
any provision of the Stock Incentive Agreement to the contrary.  Notwithstanding
the  foregoing, no Option granted prior to the third anniversary of the date the
Bank  opens  for  business  shall  contain provisions which allow the Options to
become  vested  and  exercisable  at  a  rate  faster  than  in  equal one-third
increments  commencing  with  the  first anniversary of the Option's grant date.


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          (e)  Termination  of  Incentive Stock Option Status.  With  respect to
               ----------------------------------------------
an  Incentive  Stock  Option,  in  the  event of the Termination of Service of a
Participant,  the  Option  or  portion  thereof held by the Participant which is
unexercised shall expire, terminate and become unexercisable no later than three
(3)  months after the date of termination of employment; provided, however, that
in  the  case  of  a  holder  whose termination of employment is due to death or
Disability,  up  to  one  (1)  year  may be substituted for such three (3) month
period.  For  purposes  of  this  Subsection  (e), Termination of Service of the
Participant  shall not be deemed to have occurred if the Participant is employed
by  another  corporation  (or  a  parent or subsidiary corporation of such other
corporation)  which has assumed the Incentive Stock Option of the Participant in
a  transaction  to  which  Code  Section  424(a)  is  applicable.

           (f)  Special  Provisions  for  Certain  Substitute  Options.
                ------------------------------------------------------
Notwithstanding  anything to the contrary in this Section 3.2, any Option issued
in  substitution  for  an  option  previously  issued  by  another entity, which
substitution  occurs  in  connection  with  a  transaction to which Code Section
424(a)  is  applicable, may provide for an exercise price computed in accordance
with such Code Section and the regulations thereunder and may contain such other
terms  and  conditions  as  the Committee may prescribe to cause such substitute
Option to contain as nearly as possible the same terms and conditions (including
the  applicable  vesting  and  termination provisions) as those contained in the
previously  issued  option  being  replaced  thereby.

     3.3     Treatment  of  Awards  Upon  Termination  of  Service.  Except  as
             -----------------------------------------------------
otherwise  provided  by  Plan  Section  3.2(e),  any  award under this Plan to a
Participant  who suffers a Termination of Service may be cancelled, accelerated,
paid  or  continued,  as  provided  in  the Stock Incentive Agreement or, in the
absence  of  such provision, as the Committee may determine.  The portion of any
award  exercisable in the event of continuation or the amount of any payment due
under  a  continued  award  may  be  adjusted  by  the  Committee to reflect the
Participant's  period  of service from the date of grant through the date of the
Participant's  Termination  of  Service  or  such other factors as the Committee
determines  are  relevant  to  its  decision  to  continue  the  award.

                        SECTION 4  RESTRICTIONS ON STOCK

     4.1     Escrow  of  Shares.  Any  certificates  representing  the shares of
             ------------------
Stock  issued  under the Plan shall be issued in the Participant's name, but, if
the  Stock Incentive Agreement so provides, the shares of Stock shall be held by
a  custodian  designated  by  the  Committee (the "Custodian").  Each applicable
Stock  Incentive  Agreement  providing  for  transfer  of shares of Stock to the
Custodian  shall  appoint  the  Custodian  as  the  attorney-in-fact  for  the
Participant  for the term specified in the applicable Stock Incentive Agreement,
with  full  power  and  authority  in the Participant's name, place and stead to
transfer,  assign  and  convey  to  the  Company any shares of Stock held by the
Custodian for such Participant, if the Participant forfeits the shares under the
terms  of  the applicable Stock Incentive Agreement.  During the period that the
Custodian  holds  the  shares  subject to this Section, the Participant shall be
entitled  to  all  rights,  except as provided in the applicable Stock Incentive
Agreement, applicable to shares of Stock not so held.  Any dividends declared on
shares of Stock held by the Custodian shall, as the Committee may provide in the


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applicable Stock Incentive Agreement, be paid directly to the Participant or, in
the  alternative,  be retained by the Custodian until the expiration of the term
specified  in  the  applicable  Stock  Incentive  Agreement  and  shall  then be
delivered,  together  with  any  proceeds,  with  the  shares  of  Stock  to the
Participant  or  to  the  Company,  as  applicable.

     4.2     Restrictions on Transfer.  The Participant shall not have the right
             ------------------------
to  make  or  permit  to  exist  any  Disposition  of the shares of Stock issued
pursuant  to  the  Plan  except  as provided in the Plan or the applicable Stock
Incentive  Agreement.  Any  Disposition  of the shares of Stock issued under the
Plan  by  the Participant not made in accordance with the Plan or the applicable
Stock  Incentive  Agreement  shall be void.  The Company shall not recognize, or
have the duty to recognize, any Disposition not made in accordance with the Plan
and  the  applicable  Stock  Incentive  Agreement, and the shares so transferred
shall  continue  to  be  bound  by  the  Plan and the applicable Stock Incentive
Agreement.

                          SECTION 5  GENERAL PROVISIONS

     5.1     Withholding.  The  Company shall deduct from all cash distributions
             -----------
under  the  Plan  any  taxes  required to be withheld by federal, state or local
government.  Whenever  the  Company proposes or is required to issue or transfer
shares  of Stock under the Plan, the Company shall have the right to require the
recipient  to  remit to the Company an amount sufficient to satisfy any federal,
state  and  local  tax  withholding  requirements  prior  to the delivery of any
certificate  or  certificates  for  such  shares.  A  Participant  may  pay  the
withholding  obligation  in  cash,  by tendering shares of Stock which have been
owned  by  the  holder for at least six (6) months prior to the date of exercise
or,  if  the  applicable  Stock  Incentive Agreement provides, a Participant may
elect  to  have  the  number  of shares of Stock he is to receive reduced by the
smallest  number  of  whole  shares  of Stock which, when multiplied by the Fair
Market  Value  of  the  shares  of  Stock determined as of the Tax Date (defined
below),  is  sufficient to satisfy federal, state and local, if any, withholding
obligation arising from exercise or payment of a Stock Incentive (a "Withholding
Election").  A  Participant  may make a Withholding Election only if both of the
following  conditions  are  met:

          (a)  The  Withholding  Election  must be made on or prior  to the date
on  which  the  amount  of  tax  required to be withheld is determined (the "Tax
Date") by executing and delivering to the Company a properly completed notice of
Withholding  Election  as  prescribed  by  the  Committee;  and

          (b)  Any  Withholding  Election  made  will  be  irrevocable; however,
the  Committee may, in its sole discretion, disapprove and give no effect to the
Withholding  Election.

     5.2     Changes  in  Capitalization;  Merger;  Liquidation.
             --------------------------------------------------

          (a)   The  number  of  shares  of  Stock  reserved  for  the  grant of
Options,  the  number of shares of Stock reserved for issuance upon the exercise
of  each  outstanding  Option, and the Exercise Price of each outstanding Option
shall  be proportionately adjusted for any increase or decrease in the number of
issued  shares of Stock resulting from a subdivision or combination of shares or
the  payment  of  an  ordinary  stock  dividend in shares of Stock to holders of


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<PAGE>
outstanding  shares  of Stock or any other increase or decrease in the number of
shares  of  Stock  outstanding  effected without receipt of consideration by the
Company.

          (b)  In  the  event  of  any  merger,  consolidation,  reorganization,
extraordinary  dividend,  spin-off,  sale  of substantially all of the Company's
assets,  other  change  in  the  capital  structure  of the Company or its Stock
(including  any  Change  in  Control)  or  tender offer for shares of Stock, the
Committee,  in  its  sole  discretion, may make such adjustments with respect to
awards  and  take  such  other  action  as  it deems necessary or appropriate to
reflect  or  in  anticipation  of  such  merger,  consolidation, reorganization,
extraordinary  dividend,  spin-off,  sale  of substantially all of the Company's
assets,  other  change  in capital structure or tender offer, including, without
limitation;  the assumption of other awards, the substitution of new awards, the
adjustment  of  outstanding  awards  (with  or  without  the  payment  of  any
consideration),  the  acceleration  of  awards or the removal of restrictions on
outstanding  awards,  all  as  may be provided in the applicable Stock Incentive
Agreement  or, if not expressly addressed therein, as the Committee subsequently
may  determine  in  the event of any such merger, consolidation, reorganization,
extraordinary  dividend,  spin-off,  sale  of substantially all of the Company's
assets,  other  change  in  the capital structure of the Company or its Stock or
tender  offer  for  shares  of Stock or the termination of outstanding awards in
exchange  for  the  cash value, as determined in good faith by the Committee, of
the  vested  and/or  unvested  portion  of  the  award.  The Committee's general
authority  under this Section 5.2 is limited by and subject to all other express
provisions  of  the  Plan.  Any  adjustment  pursuant  to  this  Section 5.2 may
provide,  in  the  Committee's  discretion,  for the elimination without payment
therefor  of  any  fractional  shares that might otherwise become subject to any
Stock  Incentive.

          (c)  The  existence  of  the  Plan  and  the  Stock Incentives granted
pursuant  to  the  Plan  shall  not  affect in any way the right or power of the
Company to make or authorize any adjustment, reclassification, reorganization or
other  change  in its capital or business structure, any merger or consolidation
of  the  Company,  any  issue of debt or equity securities having preferences or
priorities as to the Stock or the rights thereof, the dissolution or liquidation
of  the  Company,  any  sale  or  transfer of all or any part of its business or
assets,  or  any  other  corporate  act  or  proceeding.

     5.3     Cash Awards.  The Committee may, at any time and in its discretion,
             -----------
grant to any holder of a Stock Incentive the right to receive, at such times and
in  such amounts as determined by the Committee in its discretion, a cash amount
which  is intended to reimburse such person for all or a portion of the federal,
state  and  local  income taxes imposed upon such person as a consequence of the
receipt  of  the  Stock  Incentive  or  the  exercise  of  rights  thereunder.

     5.4     Compliance  with  Code.  All  Incentive Stock Options to be granted
             ----------------------
hereunder  are  intended  to comply with Code Section 422, and all provisions of
the Plan and all Incentive Stock Options granted hereunder shall be construed in
such  a  manner  as  to  effectuate  that  intent.

     5.5     Right  to  Terminate  Service.  Nothing in the Plan or in any Stock
             -----------------------------
Incentive  Agreement  shall confer upon any Participant the right to continue as
an  employee, director or service provider of the Company or affect the right of
the  Company  to  terminate  the  Participant's  services  at  any  time.


                                        10
<PAGE>
     5.6     Restrictions  on  Delivery and Sale of Shares; Legends.  Each Stock
             ------------------------------------------------------
Incentive  is subject to the condition that if at any time the Committee, in its
discretion,  shall  determine that the listing, registration or qualification of
the shares covered by such Stock Incentive upon any securities exchange or under
any  state  or  federal  law  is  necessary or desirable as a condition of or in
connection with the granting of such Stock Incentive or the purchase or delivery
of  shares  thereunder, the delivery of any or all shares pursuant to such Stock
Incentive  may  be  withheld  unless  and  until  such  listing, registration or
qualification  shall  have been effected.  If a registration statement is not in
effect  under the Securities Act of 1933 or any applicable state securities laws
with  respect  to the shares of Stock purchasable or otherwise deliverable under
Stock  Incentives then outstanding, the Committee may require, as a condition of
exercise of any Option or as a condition to any other delivery of Stock pursuant
to  a  Stock  Incentive,  that  the  Participant  or  other recipient of a Stock
Incentive  represent, in writing, that the shares received pursuant to the Stock
Incentive  are being acquired for investment and not with a view to distribution
and  agree  that  the  shares  will  not  be  disposed  of except pursuant to an
effective  registration  statement,  unless  the  Company shall have received an
opinion  of  counsel that such disposition is exempt from such requirement under
the  Securities  Act  of  1933  and  any  applicable state securities laws.  The
Company  may include on certificates representing shares delivered pursuant to a
Stock  Incentive  such  legends  referring  to  the foregoing representations or
restrictions  or  any other applicable restrictions on resale as the Company, in
its  discretion,  shall  deem  appropriate.

     5.7     Non-Alienation  of  Benefits.  Other  than as specifically provided
             ----------------------------
herein,  no  benefit  under  the  Plan  shall  be  subject  in  any  manner  to
anticipation,  alienation,  sale,  transfer,  assignment, pledge, encumbrance or
charge; and any attempt to do so shall be void.  No such benefit shall, prior to
receipt by the Participant, be in any manner liable for or subject to the debts,
contracts,  liabilities,  engagements  or  torts  of  the  Participant.

     5.8     Termination  and  Amendment of the Plan.  The Board of Directors at
             ---------------------------------------
any time may amend or terminate the Plan without stockholder approval; provided,
however, that the Board of Directors may condition any amendment on the approval
of  stockholders  of the Company if such approval is necessary or advisable with
respect  to  tax,  securities  or other applicable laws.  No such termination or
amendment without the consent of the holder of a Stock Incentive shall adversely
affect  the  rights  of  the  Participant  under  such  Stock  Incentive.

     5.9     Stockholder  Approval.   The  Plan  must  be  submitted  to  the
             ---------------------
stockholders  of the Company for their approval within twelve (12) months before
or after the adoption of the Plan by the Board of Directors.

     5.10     Choice  of Law.  The laws of the State of Georgia shall govern the
              --------------
Plan, to the extent not preempted by federal law.

     5.11     Effective  Date of the Plan.  The Plan shall become effective upon
              ---------------------------
the date the Plan is approved by the Board of Directors.


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<PAGE>
     IN  WITNESS  WHEREOF, the Company has caused this Plan to be executed as of
______________________,  2003.

                                        FREEDOM  BANCSHARES,  INC.


                                        By: ____________________________________

                                        Title: _________________________________
ATTEST:

__________________________________
Secretary

     [SEAL]


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