Exhibit 10.6










Exhibit
10.6



NON-QUALIFIED STOCK OPTION AGREEMENT

under the

FIRST SECURITY GROUP, INC.

2002 LONG-TERM INCENTIVE PLAN







Optionee:
___________________________________     




Number Shares Subject to Option:
____________________    




Exercise Price per Share: $ _______________  




Date of Grant: ________________________    







1.     Grant of Option. First
Security Group, Inc. (the "Company") hereby grants to the Optionee named above
(the "Optionee"), under the First Security Group, Inc. 2002 Long--Term Incentive
Plan (the "Plan"), a Non-Qualified Stock Option to purchase, on the terms and
conditions set forth in this agreement (this "Option Agreement"), the number of
shares indicated above of the Company's $0.01 par value common stock (the
"Stock"), at the exercise price per share set forth above (the "Option").
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned such terms in the Plan.




2.     Vesting of Option. Unless the
exercisability of the Option is accelerated in accordance with Sections 9.7,
9.8, 9.9 and/or 9.10 of the Plan, the Option shall vest (become exercisable) in
accordance with the following schedule:





	 	
      Years
      of Service
	 	 	 
	 	
      After
      Date of Grant
	 	
      Percent
      of Option Shares Vested
	 















3.     Period of Option and Limitations
on Right to Exercise. The Option will, to the extent not previously
exercised, lapse under the earliest of the following circumstances; provided,
however, that the Committee may, prior to the lapse of the Option under the
circumstances described in paragraphs (b), (c) and (d) below, provide in writing
that the Option will extend until a later date:




(a)     The Option shall lapse as of 5:00
p.m., Eastern Time, on the tenth anniversary of the date of grant (the
"Expiration Date").

























(b)     The Option shall lapse three months
after the date the Optionee ceases to serve on the Board of Directors of the
Company, a Parent, or a Subsidiary for any reason other than the Optionee's
death or Disability; provided, however, that if the Optionee ceases to serve on
the Board of Directors of the Company, a Parent, or a Subsidiary by reason of a
voluntary resignation during the term of his appointment or voluntarily chooses
not to stand for re-election, then the Option shall lapse immediately.




(c)     If the Optionee ceases to serve on
the Board of Directors of the Company, a Parent, or a Subsidiary by reason of
Disability, the Option shall lapse one year after the date of the Optionee's
termination of service.




(d)     If the Optionee dies before the
Option otherwise lapses and (i) while serving on the Board of Directors of the
Company, a Parent, or a Subsidiary, (ii) during the three-month period described
in subsection (b) above, or (iii) during the one-year period described in
subsection (c) above, the Option shall lapse one year after the date of the
Optionee's death. Upon the Optionee's death, the Option may be exercised by the
Optionee's beneficiary.




If the Optionee or his beneficiary exercises an Option after
termination of service, the Option may be exercised only with respect to the
shares that were otherwise vested on the date the Optionee ceased to serve on
the Board of Directors of the Company, a Parent, or a Subsidiary (including
vesting by acceleration in accordance with Sections 9.7, 9.8, 9.9 and/or 9.10 of
the Plan).




Whether a termination of service as a director of the Company, a
Parent, or a Subsidiary has occurred, as contemplated by this Paragraph 3, shall
be determined in accordance with the applicable provisions of the Plan,
including, but not limited to, Section 3.1(j) thereof. 




4.     Exercise of Option. The Option
shall be exercised by written notice directed to the Secretary of the Company at
the principal executive offices of the Company, in substantially the form
attached hereto as Exhibit A, or such other form as the Committee may hereafter
approve and require. Unless the exercise is a broker-assisted "cashless
exercise" as described below, such written notice shall be accompanied by full
payment in cash, shares of Stock previously acquired by the Optionee, or any
combination thereof, for the number of shares specified in such written notice;
provided, however, that if shares of Stock are used to pay the exercise price,
such shares must have been held by the Optionee for at least six months. The
Fair Market Value of the surrendered Stock as of the last trading day
immediately prior to the exercise date shall be used in valuing Stock used in
payment of the exercise price. To the extent permitted under Regulation T of the
Federal Reserve Board, and subject to applicable securities laws, the Option may
be exercised through a broker in a so-called "cashless exercise" whereby the
broker sells the Option shares and delivers cash sales proceeds to the Company
in payment of the exercise price. In such case, the date of exercise shall be
deemed to be the date on which notice of exercise is received by the Company and
the exercise price shall be delivered to the Company on the settlement
date.




Subject to the terms of this Option Agreement, the Option may be
exercised at any time, or from time to time in part, and without regard to any
other option held by the Optionee to purchase stock of the Company, as to any
Option Shares then vested under Paragraph 2. 











2













5.     Limitation of Rights. The
Option does not confer to the Optionee or the Optionee's personal representative
any rights of a shareholder of the Company unless and until shares of Stock are
in fact issued to such person in connection with the exercise of the Option.
Nothing in this Option Agreement shall interfere with or limit in any way the
right of the Company or any Parent or Subsidiary to terminate the Optionee's
service as a director of the Company, a Parent, or a Subsidiary at any time, nor
confer upon the Optionee any right to continue to serve the Company or any
Parent or Subsidiary as a director.




6.     Stock Reserve. The Company
shall at all times during the term of this Option Agreement reserve and keep
available such number of shares of Stock as will be sufficient to satisfy the
requirements of this Option Agreement.




7.     Restrictions on Transfer and
Pledge. The Option may not be pledged, encumbered, or hypothecated to or in
favor of any party other than the Company or a Parent or Subsidiary, or be
subject to any lien, obligation, or liability of the Optionee to any other party
other than the Company or a Parent or Subsidiary. The Option is not assignable
or transferable by the Optionee other than by will or the laws of descent and
distribution or pursuant to a domestic relations order that would satisfy
Section 414(p)(1)(A) of the Code; provided, however, that the Committee may (but
need not) permit other transfers where the Committee concludes that such
transferability (i) does not result in accelerated taxation and (ii) is
otherwise appropriate and desirable, taking into account any factors deemed
relevant, including without limitation, state or federal tax or securities laws
applicable to transferable options. The Option may be exercised during the
lifetime of the Optionee only by the Optionee or any permitted transferee.




8.     Restrictions on Issuance of
Shares. If at any time the Board shall determine in its discretion, that
listing, registration or qualification of the shares of Stock covered by the
Option upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition to the exercise of the Option, the Option may not be
exercised in whole or in part unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board.




9.     Plan Controls. The terms
contained in the Plan are incorporated into and made a part of this Option
Agreement and this Option Agreement shall be governed by and construed in
accordance with the Plan. In the event of any actual or alleged conflict between
the provisions of the Plan and the provisions of this Option Agreement, the
provisions of the Plan shall be controlling and determinative.




10.    Successors. This Option Agreement
shall be binding upon any successor of the Company, in accordance with the terms
of this Option Agreement and the Plan.




11.    Severability. If any one or more of
the provisions contained in this Option Agreement are invalid, illegal, or
unenforceable, the other provisions of this Option Agreement will be construed
and enforced as if the invalid, illegal, or unenforceable provision had never
been included.








3
















12.    Notice. Notices and communications
under this Option Agreement must be in writing and either personally delivered
or sent by registered or certified United States mail, return receipt requested,
postage prepaid. Notices to the Company must be addressed to:




First Security Group, Inc.

817 Broad Street

Chattanooga, TN 37402

Attn: Secretary




or any other address designated by the Company in a written notice to
the Optionee. Notices to the Optionee will be directed to the address of the
Optionee then currently on file with the Company, or at any other address given
by the Optionee in a written notice to the Company.




13.    Exercise or Forfeiture as Required by
Law. To the extent required by law, in the event the capital of the Company
or a financial institution subsidiary of the Company falls below the minimum
capital requirements established from time to time by the applicable state or
primary federal regulator, such primary federal regulator may require that
Options issued under the Plan that are not exercised within a specific period of
time be cancelled and have no further force or effect.




IN WITNESS WHEREOF, First Security Group, Inc., acting by and through
its duly authorized officers, has caused this Option Agreement to be executed,
and the Optionee has executed this Option Agreement, all as of the day and year
first above written.

 

 








	 	
      FIRST SECURITY GROUP, INC.
	 
	 	 	 	 
	 	
      By: 
	 	 
	 	
      Name:
	 	 
	 	
      Title:
	 	 
	 	 	 	 
	 	
      OPTIONEE:
	 
	 	 	 
	 	 	 
















4















EXHIBIT
A




NOTICE OF
EXERCISE OF OPTION TO PURCHASE

COMMON
STOCK OF

FIRST
SECURITY GROUP, INC.





	 	
      Name:
      
	 	 
	 	
      Address:
	 	 
	 	 	 	 
	 	
      Date:
	 	 









First
Security Group, Inc.

817 Broad
Street

Chattanooga,
TN 37402

Attn:
Secretary




Re:
 Exercise
of Non-Qualified Stock Option




I elect
to purchase ____________ shares of Common Stock of First Security Group, Inc.
pursuant to the First Security Group, Inc. Non-Qualified Stock Option Agreement
dated _____________________ and the First Security Group, Inc. 2002 Long-Term
Incentive Plan of First Security Group, Inc. The purchase will take place on the
Exercise Date, which will be (i) as soon
as practicable following the date this notice and all other necessary forms and
payments are received by the Company, unless I specify a later date (not to
exceed 30 days following the date of this notice), or (ii) in the
case of a broker-assisted cashless exercise (as indicated below), the date of
this notice.




On or
before the Exercise Date (or, in the case of a broker-assisted cashless
exercise, on the settlement date following the Exercise Date), I will pay the
full exercise price in the form specified below (check one):







	 	
      [
      ]
	
      Cash
      Only:
      by delivering a check to First Security Group, Inc. for
      $__________.




 



	 	
      [
      ]
	
      Cash
      and Shares:
      by delivering a check to First Security Group, Inc. for $__________ for
      the part of the exercise price. I will pay the balance of the exercise
      price by delivering to the Company a stock certificate with my endorsement
      for shares of Company common stock ("Stock") that I have owned for at
      least six months. If the number of shares of Stock represented by such
      stock certificate exceeds the number needed to pay the exercise price, the
      Company will issue me a new stock certificate for the
    excess.








	 	
      [
      ]
	
      Shares
      Only:
      by delivering to the Company a stock certificate with my endorsement for
      shares of Stock that I have owned for at least six months. If the number
      of shares of Stock represented by such stock certificate exceeds the
      number needed to pay the exercise price, the Company will issue me a new
      stock certificate for the excess.





























	 	
      [
      ]
	
      Cash
      From Broker:
      by delivering the purchase price from __________________, a broker, dealer
      or other "creditor" as defined by Regulation T issued by the Board of
      Governors of the Federal Reserve System (the "Broker"). I authorize the
      Company to issue a stock certificate in the number of shares indicated
      above in the name of the Broker in accordance with instructions received
      by the Company from the Broker and to deliver such stock certificate
      directly to the Broker (or to any other party specified in the
      instructions from the Broker) upon receiving the exercise price from the
      Broker.







Please
deliver the stock certificate to me (unless I have chosen to pay the purchase
price through a Broker).





	 	
      Very
      truly yours,
	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 






AGREED TO
AND ACCEPTED:




FIRST
SECURITY GROUP, INC.




By:
_________________________________________     




Title:
________________________________________     




Number of
Option Shares 

Exercised:
____________________________________    




Number of
Option Shares 

Remaining:
___________________________________    




Date:
_______________________________________