EXHIBIT 4.1

                               CCF HOLDING COMPANY
                             2000 STOCK OPTION PLAN


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                               CCF HOLDING COMPANY

                             2000 STOCK OPTION PLAN


         1.  Purpose  of the Plan.  The Plan  shall be known as the CCF  HOLDING
             --------------------
COMPANY ("Company") 2000 Stock Option Plan (the "Plan"). The purpose of the Plan
is to attract  and retain  qualified  personnel  for  positions  of  substantial
responsibility and to provide additional incentive to officers,  directors,  key
employees and other persons providing services to the Company, or any present or
future  parent or  subsidiary  of the  Company  to  promote  the  success of the
business.  The Plan is  intended to provide  for the grant of  "Incentive  Stock
Options,"  within the meaning of Section  422 of the  Internal  Revenue  Code of
1986, as amended (the "Code") and Non-Incentive  Stock Options,  options that do
not so qualify.  The provisions of the Plan relating to Incentive  Stock Options
shall be interpreted to conform to the requirements of Section 422 of the Code.

          2. Definitions. The following words and phrases when used in this Plan
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with an initial capital letter,  unless the context clearly indicates otherwise,
shall have the meaning as set forth below. Wherever  appropriate,  the masculine
pronoun  shall include the feminine  pronoun and the singular  shall include the
plural.

                  "Award" means the grant by the Committee of an Incentive Stock
Option or a Non-Incentive Stock Option, or any combination  thereof, as provided
in the Plan.

                  "Bank" shall mean Heritage Bank, or any successor  corporation
thereto.

                  "Board"  shall mean the Board of Directors of the Company,  or
any successor or parent corporation thereto.

                  "Change in  Control"  shall  mean:  (i) the sale of all,  or a
material   portion,   of  the  assets  of  the  Company;   (ii)  the  merger  or
recapitalization of the Company whereby the Company is not the surviving entity;
(iii) a change in control of the Company,  as otherwise defined or determined by
the Georgia  Department  of Banking  ("State"),  the Federal  Deposit  Insurance
Corporation  ("FDIC")  or the  Federal  Reserve  Board  ("FRB")  or  regulations
promulgated by such agencies;  or (iv) the acquisition,  directly or indirectly,
of the  beneficial  ownership  (within the meaning of that term as it is used in
Section  13(d)  of the  Securities  Exchange  Act of  1934  and  the  rules  and
regulations  promulgated thereunder) of twenty-five percent (25%) or more of the
outstanding  voting  securities of the Company by any person,  trust,  entity or
group. This limitation shall not apply to the purchase of shares by underwriters
in connection with a public offering of Company stock, or the purchase of shares
of up to 25% of any  class  of  securities  of the  Company  by a  tax-qualified
employee  stock  benefit plan.  The term  "person"  refers to an individual or a
corporation,  partnership,  trust, association,  joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein.



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                  "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
amended, and regulations promulgated thereunder.

                  "Committee" shall mean the Board or the Stock Option Committee
appointed by the Board in accordance with Section 5(a) of the Plan.

                  "Common Stock" shall mean the common stock of the Company,  or
any successor or parent corporation thereto.

                  "Company"  shall  mean the CCF  HOLDING  COMPANY,  the  parent
corporation of the Bank, or any successor or Parent thereof.

                  "Continuous  Employment" or "Continuous Status as an Employee"
shall mean the absence of any interruption or termination of employment with the
Company or any present or future Parent or Subsidiary of the Company. Employment
shall not be considered interrupted in the case of sick leave, military leave or
any other leave of absence  approved by the Company or in the case of  transfers
between payroll  locations,  of the Company or between the Company,  its Parent,
its Subsidiaries or a successor.

                  "Director"  shall mean a member of the Board of the Company or
the Bank, or any successor or parent corporation thereto.

                  "Director  Emeritus" shall mean a person serving as a director
emeritus,  advisory director,  consulting director, or other similar position as
may be  appointed by the Board of Directors of the Bank or the Company from time
to time.

                  "Disability"   means  (a)  with  respect  to  Incentive  Stock
Options,  the "permanent  and total  disability" of the Employee as such term is
defined at Section  22(e)(3) of the Code; and (b) with respect to  Non-Incentive
Stock Options,  any physical or mental  impairment which renders the Participant
incapable of continuing  in the  employment or service of the Bank or the Parent
in his then current capacity as determined by the Committee.

                  "Effective  Date" shall mean the date  specified in Section 14
hereof.

                  "Employee"  shall mean any person  employed  by the Company or
any present or future Parent or Subsidiary of the Company.

                  "Fair  Market  Value"  shall mean:  (i) if the Common Stock is
traded otherwise than on a national  securities  exchange,  then the Fair Market
Value per Share shall be equal to the mean between the last bid and ask price of
such  Common  Stock on such  date or,  if there is no bid and ask  price on said
date,  then on the  immediately  prior business day on which there was a bid and
ask price. If no such bid and ask price is available, then the Fair Market Value
shall be determined by the Committee in good faith;  or (ii) if the Common Stock
is listed on a national  securities  exchange,  then the Fair  Market  Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date,  then the Fair Market  Value shall be not less than the mean  between
the last bid and ask price on such date.

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                  "Incentive  Stock  Option"  or "ISO"  shall  mean an option to
purchase  Shares granted by the Committee  pursuant to Section 8 hereof which is
subject to the limitations and  restrictions of Section 8 hereof and is intended
to qualify as an incentive stock option under Section 422 of the Code.

                  "Non-Incentive Stock Option" or "Non-ISO" shall mean an option
to purchase  Shares  granted  pursuant to Section 9 hereof,  which option is not
intended to qualify under Section 422 of the Code.

                  "Option" shall mean an Incentive Stock Option or Non-Incentive
Stock Option  granted  pursuant to this Plan providing the holder of such Option
with the right to purchase Common Stock.

                  "Optioned Stock" shall mean stock subject to an Option granted
pursuant to the Plan.

                  "Optionee"  shall mean any person  who  receives  an Option or
Award pursuant to the Plan.

                  "Parent"  shall mean any present or future  corporation  which
would be a "parent  corporation"  as defined in  Sections  424(e) and (g) of the
Code.

                  "Participant"  means any director,  officer or key employee of
the  Company  or any Parent or  Subsidiary  of the  Company or any other  person
providing a service to the Company who is selected by the  Committee  to receive
an Award, or who by the express terms of the Plan is granted an Award.

                  "Plan"  shall mean the CCF Holding  Company  2000 Stock Option
Plan.

                  "Retirement"   shall  mean   termination  of  service  in  all
capacities as an Employee,  Director and Director Emeritus following  attainment
of not less than age 55 and  completion of not less than ten years of Service to
the Company or the Bank.  Service to the Company or the Bank  rendered  prior to
the Effective  Date shall be recognized in  determining  eligibility to meet the
requirements of Retirement under the Plan.

                  "Share" shall mean one share of the Common Stock.

                  "Subsidiary"  shall  mean any  present  or future  corporation
which  constitutes a "subsidiary  corporation" as defined in Sections 424(f) and
(g) of the Code.

          3. Shares  Subject to the Plan.  Except as  otherwise  required by the
             ---------------------------
provisions of Section 12 hereof,  the aggregate number of Shares with respect to
which Awards may be made  pursuant to the Plan shall not exceed  80,000  Shares.
Such  Shares  may  either  be from  authorized  but  unissued  shares  or shares
purchased  in the market for Plan  purposes.  If an Award shall  expire,  become
unexercisable,  or be forfeited for any reason prior to its exercise, new Awards
may be granted  under the Plan with  respect to the number of Shares as to which
such expiration has occurred.


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         4.       Six Month Holding Period.
                  ------------------------

                  Subject to vesting requirements,  if applicable, except in the
event of death or  Disability  of the  Optionee  or a Change in  Control  of the
Company, a minimum of six months must elapse between the date of the grant of an
Option  and the  date of the  sale of the  Common  Stock  received  through  the
exercise of such Option.

          5.      Administration of the Plan.
                  --------------------------

                  (a)   Composition  of  the   Committee.   The  Plan  shall  be
administered by the Board of Directors of the Company or a Committee which shall
consist of not less than two Directors of the Company appointed by the Board and
serving at the pleasure of the Board.  All persons  designated as members of the
Committee shall meet the  requirements of a "Non-Employee  Director"  within the
meaning of Rule 16b-3 under the Securities  Exchange Act of 1934, as amended, as
found at 17 CFR ss.240.16b-3, to the extent feasible.

                  (b) Powers of the Committee.  The Committee is authorized (but
only to the extent not  contrary  to the  express  provisions  of the Plan or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind  rules and  regulations  relating to the Plan, to determine the form and
content of Awards to be issued  under the Plan and to make other  determinations
necessary or advisable for the  administration  of the Plan,  and shall have and
may  exercise  such other power and  authority  as may be delegated to it by the
Board from time to time. A majority of the entire  Committee shall  constitute a
quorum and the action of a majority  of the  members  present at any  meeting at
which a quorum is present  shall be deemed the  action of the  Committee.  In no
event may the Committee  revoke  outstanding  Awards  without the consent of the
Participant.

                  The President of the Company and such other  officers as shall
be  designated  by the  Committee  are  hereby  authorized  to  execute  written
agreements  evidencing  Awards on behalf of the  Company and to cause them to be
delivered  to the  Participants.  Such  agreements  shall set  forth the  Option
exercise price, the number of shares of Common Stock subject to such Option, the
expiration  date  of  such  Options,  and  such  other  terms  and  restrictions
applicable to such Award as are  determined  in accordance  with the Plan or the
actions of the Committee.

                  (c)      Effect   of   Committee's  Decision.  All  decisions,
determinations  and   interpretations  of  the  Committee  shall  be  final  and
conclusive on all persons affected thereby.

          6.      Eligibility for Awards and Limitations.
                  --------------------------------------

                   (a) The  Committee  shall  from  time to time  determine  the
officers, Directors, key employees and other persons who shall be granted Awards
under the Plan,  the number of Awards to be granted  to each such  persons,  and
whether  Awards  granted  to each  such  Participant  under  the  Plan  shall be
Incentive and/or  Non-Incentive Stock Options. In selecting  Participants and in
determining  the  number of Shares of Common  Stock to be  granted  to each such
Participant,  the Committee may consider the nature of the prior and anticipated
future  services  rendered  by each such  Participant,  each such  Participant's
current and potential  contribution to the Company and such other factors as the
Committee may, in its sole discretion, deem relevant. Participants who have been
granted an Award may, if otherwise eligible, be granted additional Awards.

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                  (b) The aggregate Fair Market Value (determined as of the date
the Option is  granted)  of the Shares  with  respect to which  Incentive  Stock
Options are  exercisable for the first time by each Employee during any calendar
year (under all Incentive  Stock Option plans,  as defined in Section 422 of the
Code,  of the  Company or any  present  or future  Parent or  Subsidiary  of the
Company) shall not exceed $100,000. Notwithstanding the prior provisions of this
Section  6,  the  Committee  may  grant  Options  in  excess  of  the  foregoing
limitations,  provided said Options shall be clearly and specifically designated
as not being Incentive Stock Options.

                  (c) In no event shall Shares subject to Options granted to any
non-employee Director under this Plan exceed more than 5% of the total number of
Shares  authorized for delivery under this Plan pursuant to Section 3 herein. In
no event shall Shares  subject to Options  granted to any  Employee  exceed more
than 30% of the total number of Shares authorized for delivery under the Plan.

          7. Term of the Plan.  The Plan shall  continue in effect for a term of
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ten (10) years from the Effective  Date,  unless sooner  terminated  pursuant to
Section 17  hereof.  No Option  shall be  granted  under the Plan after ten (10)
years from the Effective Date.

          8. Terms and Conditions of Incentive  Stock Options.  Incentive  Stock
             ------------------------------------------------
Options may be granted only to  Participants  who are Employees.  Each Incentive
Stock Option granted pursuant to the Plan shall be evidenced by an instrument in
such form as the Committee shall from time to time approve. Each Incentive Stock
Option  granted  pursuant to the Plan shall comply with,  and be subject to, the
following terms and conditions:

                  (a)      Option Price.

                            (i)     The price per Share at which each  Incentive
Stock Option granted by the Committee under the Plan may be exercised shall not,
as to any particular  Incentive Stock Option, be less than the Fair Market Value
of the Common Stock on the date that such Incentive Stock Option is granted.

                           (ii)     In the case of an Employee who  owns  Common
Stock  representing more than ten percent (10%) of the outstanding  Common Stock
at the time the Incentive  Stock Option is granted,  the Incentive  Stock Option
exercise  price shall not be less than one hundred and ten percent (110%) of the
Fair  Market  Value of the  Common  Stock on the date that the  Incentive  Stock
Option is granted.

                  (b)  Payment.  Full  payment  for each  Share of Common  Stock
purchased upon the exercise of any Incentive Stock Option granted under the Plan
shall be made at the time of exercise of each such  Incentive  Stock  Option and
shall be paid in cash (in United States Dollars),  Common Stock or a combination
of cash and Common Stock.  Common Stock  utilized in full or partial  payment of
the  exercise  price  shall be  valued at the Fair  Market  Value at the date of
exercise.  The Company shall accept full or partial payment in Common Stock only
to the extent  permitted by  applicable  law. No Shares of Common Stock shall be
issued  until full  payment has been  received by the  Company,  and no Optionee
shall have any of the rights of a  stockholder  of the Company  until  Shares of
Common Stock are issued to the Optionee.

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                  (c) Term of Incentive Stock Option. The term of exercisability
of each Incentive  Stock Option  granted  pursuant to the Plan shall be not more
than ten (10) years from the date each such  Incentive  Stock Option is granted,
provided that in the case of an Employee who owns stock  representing  more than
ten percent  (10%) of the Common  Stock  outstanding  at the time the  Incentive
Stock  Option is granted,  the term of  exercisability  of the  Incentive  Stock
Option shall not exceed five (5) years.

                  (d)  Exercise  Generally.  Except  as  otherwise  provided  in
Section  10 hereof,  no  Incentive  Stock  Option  may be  exercised  unless the
Optionee  shall have been in the employ of the  Company at all times  during the
period  beginning with the date of grant of any such Incentive  Stock Option and
ending on the date three (3) months  prior to the date of  exercise  of any such
Incentive Stock Option. The Committee may impose additional  conditions upon the
right of an Optionee to exercise any Incentive  Stock Option  granted  hereunder
which are not  inconsistent  with the terms of the Plan or the  requirements for
qualification as an Incentive Stock Option.  Except as otherwise provided by the
terms of the Plan or by action of the  Committee at the time of the grant of the
Options, the Options will be immediately exercisable on the date of grant.

                  (e) Cashless  Exercise.  Subject to vesting  requirements,  if
applicable,  an Optionee who has held an Incentive Stock Option for at least six
months may engage in the  "cashless  exercise"  of the  Option.  Upon a cashless
exercise,  an Optionee shall give the Company  written notice of the exercise of
the Option  together with an order to a registered  broker-dealer  or equivalent
third party,  to sell part or all of the Optioned Stock and to deliver enough of
the proceeds to the Company to pay the Option  exercise price and any applicable
withholding  taxes.  If the Optionee does not sell the Optioned  Stock through a
registered  broker-dealer  or equivalent  third party, the Optionee can give the
Company  written  notice of the  exercise  of the  Option  and the  third  party
purchaser of the  Optioned  Stock shall pay the Option  exercise  price plus any
applicable withholding taxes to the Company.

                  (f)   Transferability.   An  Incentive  Stock  Option  granted
pursuant to the Plan shall be exercised  during an  Optionee's  lifetime only by
the Optionee to whom it was granted and shall not be assignable or  transferable
otherwise than by will or by the laws of descent and distribution.

          9.  Terms  and  Conditions  of  Non-Incentive   Stock  Options.   Each
              ----------------------------------------------------------
Non-Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee  shall from time to time approve.  Each
Non-Incentive Stock Option granted pursuant to the Plan shall comply with and be
subject to the following terms and conditions.

                  (a) Option Price. The exercise price per Share of Common Stock
for each  Non-Incentive  Stock Option  granted  pursuant to the Plan shall be at
such price as the  Committee  may  determine in its sole  discretion,  but in no
event less than the Fair Market  Value of such Common Stock on the date of grant
as determined by the Committee in good faith.

                  (b)  Payment.  Full  payment  for each  Share of Common  Stock
purchased upon the exercise of any Non-Incentive  Stock Option granted under the
Plan  shall be made at the time of  exercise  of each such  Non-Incentive  Stock
Option and shall be paid in cash (in United States  Dollars),  Common Stock or a
combination  of cash and Common Stock.  Common Stock utilized in full or partial
payment of the  exercise  price shall be valued at its Fair Market  Value at the
date of exercise.  The Company  shall  accept full or partial  payment in Common
Stock only to the extent  permitted by applicable law. No Shares of Common Stock
shall

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be issued  until full  payment has been  received by the Company and no Optionee
shall have any of the rights of a stockholder of the Company until the Shares of
Common Stock are issued to the Optionee.

                  (c) Term.  The term of  exercisability  of each  Non-Incentive
Stock Option  grantedpursuant  to the Plan shall be not more than ten (10) years
from the date each such Non-Incentive Stock Option is granted.

                  (d) Exercise  Generally.  The Committee may impose  additional
conditions upon the right of any Participant to exercise any Non-Incentive Stock
Option granted  hereunder which is not inconsistent  with the terms of the Plan.
Except  as  otherwise  provided  by the  terms of the Plan or by  action  of the
Committee  at the  time  of the  grant  of the  Options,  the  Options  will  be
immediately exercisable on the date of grant.

                  (e) Cashless  Exercise.  Subject to vesting  requirements,  if
applicable,  an Optionee who has held a Non-Incentive  Stock Option for at least
six months may engage in the "cashless  exercise" of the Option. Upon a cashless
exercise,  an Optionee shall give the Company  written notice of the exercise of
the Option  together with an order to a registered  broker-dealer  or equivalent
third party,  to sell part or all of the Optioned Stock and to deliver enough of
the proceeds to the Company to pay the Option  exercise price and any applicable
withholding  taxes.  If the Optionee does not sell the Optioned  Stock through a
registered  broker-dealer  or equivalent  third party, the Optionee can give the
Company  written  notice of the  exercise  of the  Option  and the  third  party
purchaser of the  Optioned  Stock shall pay the Option  exercise  price plus any
applicable withholding taxes to the Company.

                  (f)  Transferability.  Any Non-Incentive  Stock Option granted
pursuant to the Plan shall be exercised  during an  Optionee's  lifetime only by
the Optionee to whom it was granted and shall not be assignable or  transferable
otherwise than by will or by the laws of descent and distribution.

         10.      Effect of Termination of  Employment,  Disability,  Death  and
                  --------------------------------------------------------------
Retirement on Incentive Stock Options
-------------------------------------

                  (a)      Termination of Employment.  In  the  event  that  any
Optionee's  employment  with the Company shall  terminate for any reason,  other
than Disability or death,  all of any such  Optionee's  Incentive Stock Options,
and all of any such  Optionee's  rights to purchase or receive  Shares of Common
Stock pursuant thereto, shall automatically  terminate on (A) the earlier of (i)
or  (ii):  (i) the  respective  expiration  dates of any  such  Incentive  Stock
Options, or (ii) the expiration of not more than three (3) months after the date
of such termination of employment; or (B) at such later date as is determined by
the  Committee at the time of the grant of such Award based upon the  Optionee's
continuing status as a Director or Director Emeritus of the Bank or the Company,
but only if, and to the extent  that,  the Optionee was entitled to exercise any
such Incentive Stock Options at the date of such termination of employment,  and
further that such Award shall thereafter be deemed a Non-Incentive Stock Option.
In the event that a  Subsidiary  ceases to be a Subsidiary  of the Company,  the
employment of all of its employees who are not immediately  thereafter employees
of the Company  shall be deemed to terminate  upon the date such  Subsidiary  so
ceases to be a Subsidiary of the Company.

                  (b)  Disability.  In the event that any Optionee's  employment
with the  Company  shall  terminate  as the  result  of the  Disability  of such
Optionee,  such Optionee may exercise any Incentive Stock


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Options  granted to the  Optionee  pursuant to the Plan at any time prior to the
earlier  of (i) the  respective  expiration  dates of any such  Incentive  Stock
Options  or  (ii)  the  date  which  is one  (1)  year  after  the  date of such
termination of employment, but only if, and to the extent that, the Optionee was
entitled  to  exercise  any such  Incentive  Stock  Options  at the date of such
termination of employment.

                  (c)  Death.  In the  event of the  death of an  Optionee,  any
Incentive  Stock Options granted to such Optionee may be exercised by the person
or persons to whom the Optionee's  rights under any such Incentive Stock Options
pass  by  will  or by the  laws  of  descent  and  distribution  (including  the
Optionee's estate during the period of  administration) at any time prior to the
earlier  of (i) the  respective  expiration  dates of any such  Incentive  Stock
Options or (ii) the date which is two (2) years  after the date of death of such
Optionee  but only if, and to the extent  that,  the  Optionee  was  entitled to
exercise any such Incentive Stock Options at the date of death.  For purposes of
this Section  10(c),  any  Incentive  Stock Option held by an Optionee  shall be
considered  exercisable  at the  date  of his  death  if  the  only  unsatisfied
condition  precedent to the exercisability of such Incentive Stock Option at the
date of death is the passage of a specified period of time. At the discretion of
the Committee,  upon exercise of such Options the Optionee may receive Shares or
cash or a  combination  thereof.  If cash shall be paid in lieu of Shares,  such
cash shall be equal to the  difference  between  the Fair  Market  Value of such
Shares and the exercise price of such Options on the exercise date.

                  (d) Incentive Stock Options Deemed  Exercisable.  For purposes
of Sections 10(a), 10(b) and 10(c) above, any Incentive Stock Option held by any
Optionee  shall  be  considered  exercisable  at  the  date  of  termination  of
employment if any such  Incentive  Stock Option would have been  exercisable  at
such date of termination of employment without regard to the Disability or death
of the Participant.

                  (e)  Termination  of  Incentive  Stock  Options;  Vesting Upon
Retirement.  Except as may be specified by the Committee at the time of grant of
an Option,  to the extent that any Incentive Stock Option granted under the Plan
to any Optionee whose employment with the Company terminates shall not have been
exercised  within the  applicable  period set forth in this Section 10, any such
Incentive  Stock Option,  and all rights to purchase or receive Shares of Common
Stock pursuant  thereto,  as the case may be, shall terminate on the last day of
the  applicable  period.   Notwithstanding  the  foregoing,  the  Committee  may
authorize  at the time of the  grant  of an  Option  that  such  Award  shall be
immediately  100%  exercisable upon the Retirement of the Optionee to the extent
not otherwise exercisable as of such date.

         11.  Effect  of  Termination  of  Employment,   Disability,   Death  or
              ------------------------------------------------------------------
Retirement  on  Non-Incentive  Stock  Options.   The  terms  and  conditions  of
---------------------------------------------
Non-Incentive  Stock Options  relating to the effect of the  Retirement or other
termination of an Optionee's employment or service, Disability of an Optionee or
his death shall be such terms and conditions as the Committee shall, in its sole
discretion, determine at the time of termination of service, unless specifically
provided for by the terms of the Agreement at the time of grant of the Award.

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         12.      Recapitalization, Merger, Consolidation, Change in Control and
                  --------------------------------------------------------------
 Other Transactions.
-------------------

                  (a)  Adjustment.   Subject  to  any  required  action  by  the
stockholders of the Company,  within the sole  discretion of the Committee,  the
aggregate  number of Shares of Common  Stock for which  Options  may be  granted
hereunder,  the number of Shares of Common  Stock  covered  by each  outstanding
Option,  and the  exercise  price per Share of Common Stock of each such Option,
shall all be proportionately adjusted for any increase or decrease in the number
of issued and outstanding Shares of Common Stock resulting from a subdivision or
consolidation   of  Shares   (whether   by  reason  of  merger,   consolidation,
recapitalization,   reclassification,   split-up,   combination  of  shares,  or
otherwise) or the payment of a stock  dividend (but only on the Common Stock) or
any other  increase or  decrease  in the number of such  Shares of Common  Stock
effected  without the receipt or payment of  consideration by the Company (other
than Shares held by dissenting stockholders).

                  (b) Change in Control.  All  outstanding  Awards  shall become
immediately  exercisable in the event of a Change in Control of the Company.  In
the event of such a Change in Control,  the Committee and the Board of Directors
will take one or more of the following actions to be effective as of the date of
such Change in Control:

                           (i)      provide that such Options shall be  assumed,
or  equivalent  options  shall be  substituted,  ("Substitute  Options")  by the
acquiring or succeeding  corporation (or an affiliate  thereof),  provided that:
(A) any such Substitute Options exchanged for Incentive Stock Options shall meet
the  requirements  of  Section  424(a) of the Code,  and (B) the shares of stock
issuable  upon  the  exercise  of  such  Substitute   Options  shall  constitute
securities registered in accordance with the Securities Act of 1933, as amended,
("1933  Act") or such  securities  shall be  exempt  from such  registration  in
accordance  with  Sections  3(a)(2) or  3(a)(5) of the 1933 Act,  (collectively,
"Registered Securities"), or in the alternative, if the securities issuable upon
the  exercise  of  such  Substitute  Options  shall  not  constitute  Registered
Securities,  then the Optionee will receive upon  consummation  of the Change in
Control  transaction  a cash  payment for each Option  surrendered  equal to the
difference between (1) the Fair Market Value of the consideration to be received
for each share of Common  Stock in the Change in Control  transaction  times the
number of shares of Common Stock subject to such  surrendered  Options,  and (2)
the aggregate exercise price of all such surrendered Options, or

                           (ii)    in the event of a transaction under the terms
of which the  holders of the  Common  Stock of the  Company  will  receive  upon
consummation  thereof a cash  payment  (the  "Merger  Price")  for each share of
Common  Stock  exchanged  in the  Change in Control  transaction,  to make or to
provide for a cash payment to the Optionees equal to the difference  between (A)
the  Merger  Price  times the number of shares of Common  Stock  subject to such
Options held by each Optionee (to the extent then  exercisable  at prices not in
excess of the Merger  Price) and (B) the  aggregate  exercise  price of all such
surrendered Options in exchange for such surrendered Options.

                  (c)  Extraordinary   Corporate  Action.   Notwithstanding  any
provisions  of the Plan to the contrary,  subject to any required  action by the
stockholders   of  the  Company,   in  the  event  of  any  Change  in  Control,
recapitalization,   merger,   consolidation,   exchange  of  Shares,   spin-off,
reorganization,   tender  offer,   partial  or  complete  liquidation  or  other
extraordinary  corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:

                                       9
<PAGE>

                            (i)     appropriately adjust the number of Shares of
Common Stock  subject to each  Option,  the Option  exercise  price per Share of
Common Stock, and the  consideration to be given or received by the Company upon
the exercise of any outstanding Option;

                           (ii)    cancel any or all previously granted Options,
provided that  appropriate  consideration  is paid to the Optionee in connection
therewith; and/or

                           (iii)  make such other adjustments in connection with
the Plan as the Committee, in its sole discretion,  deems necessary,  desirable,
appropriate or advisable;  provided,  however,  that no action shall be taken by
the Committee which would cause Incentive Stock Options granted  pursuant to the
Plan to fail to meet the  requirements  of Section  422 of the Code  without the
consent of the Optionee.

                  (d)      Acceleration.  The Committee shall at all times  have
the power to accelerate  the exercise date of Options  previously  granted under
the Plan.

                  (e)    Non-recurring Dividends.  Upon the payment of a special
or non-recurring cash dividend that has the effect of a return of capital to the
stockholders,   the  Option   exercise   price  per  share   shall  be  adjusted
proportionately and in an equitable manner.

         Except as expressly provided in Sections 12(a), 12(b) and 12(e) hereof,
no  Optionee  shall  have any rights by reason of the  occurrence  of any of the
events described in this Section 12.

         13. Time of Granting Options.  The date of grant of an Option under the
             ------------------------
Plan  shall,  for all  purposes,  be the date on which the  Committee  makes the
determination of granting such Option. Notice of the grant of an Option shall be
given to each  individual  to whom an Option is so granted  within a  reasonable
time after the date of such grant in a form determined by the Committee.

         14.  Effective  Date.  The Plan shall become  effective upon the date f
              ---------------
approval of the Plan by the stockholders of the Company.  The Committee may make
a  determination  related to Awards prior to the Effective Date with such Awards
to be effective upon the date of stockholder approval of the Plan.

         15. Approval by Stockholders. The Plan shall be approved by tockholders
             ------------------------
of the Company  within  twelve (12) months  before or after the date the Plan is
approved by the Board.

         16.  Modification  of Options.  At any time and from time to time,  the
              ------------------------
Board may  authorize  the  Committee to direct the  execution  of an  instrument
providing  for the  modification  of any  outstanding  Option,  provided no such
modification, extension or renewal shall confer on the holder of said Option any
right or benefit  which could not be conferred on the Optionee by the grant of a
new  Option  at such  time,  or shall not  materially  decrease  the  Optionee's
benefits  under the Option  without  the  consent  of the holder of the  Option,
except as otherwise permitted under Section 17 hereof.

                                       10
<PAGE>

         17.      Amendment and Termination of the Plan.
                  -------------------------------------

                  (a)  Action by the  Board.  The Board may  alter,  suspend  or
discontinue  the Plan,  except that no action of the Board may  increase  (other
than as provided in Section 12 hereof) the maximum number of Shares permitted to
be  optioned  under the Plan,  materially  increase  the  benefits  accruing  to
Participants   under  the  Plan  or  materially   modify  the  requirements  for
eligibility for  participation in the Plan unless such action of the Board shall
be subject to approval or ratification by the stockholders of the Company.

                  (b)  Change  in  Applicable  Law.  Notwithstanding  any  other
provision  contained  in the Plan,  in the event of a change in any  federal  or
state law,  rule or  regulation  which would make the exercise of all or part of
any previously  granted  Option  unlawful or subject the Company to any penalty,
the Committee may restrict any such exercise without the consent of the Optionee
or other holder thereof in order to comply with any such law, rule or regulation
or to avoid any such penalty.

         18.      Conditions Upon Issuance  of  Shares;  Limitations  on  Option
                  --------------------------------------------------------------
Exercise; Cancellation of Option Rights.
----------------------------------------

                  (a)  Shares  shall not be issued  with  respect  to any Option
granted  under the Plan unless the  issuance  and  delivery of such Shares shall
comply with all  relevant  provisions  of  applicable  law,  including,  without
limitation,  the Securities Act of 1933, as amended,  the rules and  regulations
promulgated   thereunder,   any  applicable   state   securities  laws  and  the
requirements of any stock exchange upon which the Shares may then be listed.

                  (b) The  inability  of the  Company  to obtain  any  necessary
authorizations,  approvals or letters of non-objection  from any regulatory body
or  authority  deemed by the  Company's  counsel to be  necessary  to the lawful
issuance and sale of any Shares issuable  hereunder shall relieve the Company of
any liability with respect to the non-issuance or sale of such Shares.

                  (c) As a condition to the  exercise of an Option,  the Company
may require the person  exercising the Option to make such  representations  and
warranties as may be necessary to assure the  availability  of an exemption from
the registration requirements of federal or state securities law.

                  (d) Notwithstanding  anything herein to the contrary, upon the
termination  of  employment  or service  of an  Optionee  by the  Company or its
Subsidiaries  for "cause" as determined  by the Board of Directors,  all Options
held by such  Participant  shall cease to be  exercisable as of the date of such
termination of employment or service.

                  (e) Upon the  exercise  of an  Option by an  Optionee  (or the
Optionee's  personal  representative),  the Committee,  in its sole and absolute
discretion,  may make a cash payment to the  Optionee,  in whole or in part,  in
lieu of the delivery of shares of Common Stock.  Such cash payment to be paid in
lieu of delivery of Common  Stock shall be equal to the  difference  between the
Fair Market Value of the Common Stock on the date of the Option exercise and the
exercise  price per share of the Option.  Such cash payment shall be in exchange
for the cancellation of such Option.  Such cash payment shall not be made in the
event that such  transaction  would  result in  liability to the Optionee or the
Company under Section 16(b) of the Securities  Exchange Act of 1934, as amended,
and regulations promulgated thereunder.

                                       11
<PAGE>



         19.    Reservation of Shares.  During the term of the Plan, the Company
                ---------------------
will  reserve and keep  available a number of Shares  sufficient  to satisfy the
requirements of the Plan.

         20.    Unsecured Obligation.  No Participant under the Plan shall  have
                --------------------
any  interest in any fund or special  asset of the Company by reason of the Plan
or the grant of any  Option  under the Plan.  No trust  fund shall be created in
connection with the Plan or any grant of any Option hereunder and there shall be
no required funding of amounts which may become payable to any Participant.

         21.  Withholding  Tax. The Company  shall have the right to deduct from
              ----------------
all amounts paid in cash with respect to the cashless  exercise of Options under
the Plan any taxes  required  by law to be  withheld  with  respect to such cash
payments.  Where a  Participant  or other  person is entitled to receive  Shares
pursuant  to the  exercise  of an Option,  the  Company  shall have the right to
require the  Participant  or such other  person to pay the Company the amount of
any taxes which the Company is required to withhold with respect to such Shares,
or, in lieu  thereof,  to retain,  or to sell without  notice,  a number of such
Shares sufficient to cover the amount required to be withheld.

         22. No Employment  Rights. No Director,  Employee or other person shall
             ---------------------
have a right to be selected as a  Participant  under the Plan.  Neither the Plan
nor any action  taken by the  Committee in  administration  of the Plan shall be
construed  as giving  any person any rights of  employment  or  retention  as an
Employee,  Director or in any other capacity with the Company, the Bank or other
Subsidiaries.

         23. Governing Law.  The  Plan  shall  be  governed  by and construed in
             -------------
accordance  with the laws of the State of  Georgia,  except to the  extent  that
federal law shall be deemed to apply.

                                       12