Exhibit 10.1  Form of Participant Agreement for the Capital City Bank Group,
              Inc. Associate Incentive Plan.

                           PARTICIPANT AGREEMENT
                           ---------------------
                               NAME, TITLE

     This Participant Agreement (the "Agreement") is made as of the DATE
(effective DATE), between Capital City Bank Group, Inc., a Florida
corporation (the "Company"), and NAME ("Participant").  Capitalized terms
used and not otherwise defined herein shall have the meanings attributed
thereto in the Capital City Bank Group, Inc. 2005 Associate Incentive Plan
(the "Plan").

     WHEREAS, the Participant is a key officer or associate of the Company or
one of its subsidiaries who has been selected to receive an Award of
Performance Share Units under the Plan by the Compensation Committee of the
Company's Board of Directors (the "Committee").

     NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:

     1.     Grant.
            -----

            (a)   Performance Share Units.  Upon the execution of this
Agreement, the Committee hereby grants the Participant an Award of up to XXX
Performance Share Units, subject to the terms and conditions of this
Agreement, including Exhibit A hereto, and the Plan.  Upon issuance, the
Performance Share Units shall be immediately converted to shares (the
"Shares") of Common Stock of the Company.

            (b)   Tax Supplement Bonus.  Upon conversion of the Performance
Share Units to Shares, the Participant will also receive a cash payment equal
to 31% of the market value of the Performance Share Units payable as of the
taxable income recognition date for the Shares ("Tax Supplement Bonus").

     2.     Earnings Goals.  The Performance Share Units are hereby awarded
on the basis, and Shares shall be issued at the time of achievement, of the
earnings goals for such Performance Share Units set forth on Exhibit A
("Earnings Goals").  The Shares shall not be issued, and Participant shall
lose all rights to same, if (i) the Earnings Goals set forth on Exhibit A and
applicable to those issuances are not met, or (ii) prior to the issuance
date, Participant ceases to be employed by the Company or any subsidiary for
any reason, including death, disability or voluntary or involuntary
termination, with or without cause, or is employed in a capacity of lesser
responsibility within the Company or Subsidiary from that now occupied by
Participant.  The failure to meet an Earnings Goal in one calendar year will
not affect the prior issuance of Shares pursuant to a previously satisfied
Earnings Goal.

      3.     Representations and Warranties of the Participant.  The
Participant represents, warrants and covenants that:

            (a)   Knowledge and Experience.  The Participant has such
knowledge and experience in financial and business matters that he or she,
together with his or her professional advisor, if any, is capable of
evaluating the merits and risks of receipt of the Shares.  The Participant
has had access to such information concerning the Company, including its
current financial statements, as the Participant deems necessary to enable
him or her to make an informed decision concerning receipt of the Shares.

            (b)   Withholding Taxes.  The Participant acknowledges and agrees
that the Company may withhold from the Participant's cash compensation
(whether paid in the form of salary, bonus or other type of cash payment) an
amount calculated on the taxable income recognized by the Participant with
respect to all compensation paid hereunder, calculated at the maximum
withholding rate permitted for the Company under the Internal Revenue Code of
1986, as amended (the "Code").  The date of such taxable income recognition,
and the Company's corresponding right to withhold from Participant's cash
compensation shall occur on the first date the Participant has the right to
receive the Shares, whether or not the Participant exercises that right.

     4.     No Change in Employment Status.  Nothing in the Agreement shall
alter, in any way, Participant's employment status with the Company, nor
shall anything in this Agreement confer upon the Participant any right to
continue in the employ of the Company or any of its subsidiaries or interfere
in any way with the rights of the Company to change or terminate the
employment of the Participant.  Designation as a Participant pursuant to this
Agreement will not confer any right on the Participant to be designated as a
Participant in the future.  This paragraph shall not change the terms and
conditions of any employment agreement in effect between the Participant and
the Company.

     5.     Interpretation.  The Committee interpretation of this Agreement,
the Plan and all other decisions and determinations by the Committee shall be
final and binding upon the parties hereto.  The Committee may amend any
provision of this Agreement at any time; provided that, except with the
consent of the Participant, no amendment of this Agreement will impair the
rights of the Participant to the Shares.

     6.     Company Rights.  This Agreement shall not in any way affect the
right of the Company to make changes of its capital structure or to merge or
consolidate or to dissolve, liquidate or sell all or any part of its business
or its assets.

     7.     Plan.  The terms and provisions of the Plan are incorporated
herein by reference, and Participant agrees to be bound by all such terms and
provisions.  In the event of a conflict or inconsistency between any terms
and conditions of this Agreement and the Plan, the Plan shall govern and
control.

     8.     Miscellaneous.  This Agreement and the Plan represent the entire
understanding and agreement between the parties with respect to the subject
matter of this Agreement, and supersedes all other negotiations,
understandings and representations (if any) made by and between the parties.
All of the terms and provisions of this Agreement shall be binding upon,
inure to the benefit of, and be enforceable by the parties and their
respective heirs, legal representatives, successors and permitted assigns,
whether so expressed or not.  No party shall assign its rights or obligations
under this Agreement without the prior written consent of each other party to
this Agreement.

            The headings contained in this Agreement are for convenience of
reference only, and shall not limit or otherwise affect in any way the
meaning or interpretation of this Agreement.  If any part of this Agreement
or any other agreement entered into pursuant to this Agreement is contrary
to, prohibited by or deemed invalid under applicable law or regulation, such
provision shall be inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder of this Agreement shall not be
invalidated thereby and shall be given full force and effect so far as
possible.  All covenants, agreements, representations and warranties made in
this Agreement or otherwise made in writing by any party pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.

            The parties acknowledge that a substantial portion of the
negotiations and anticipated performance of this Agreement occurred or shall
occur in Leon County, Florida.  Any civil action or legal proceeding arising
out of or relating to this Agreement shall be brought in the courts of record
of the State of Florida in Leon County or the United States District Court,
Northern District of Florida.  Each party consents to the jurisdiction of
this court in any civil action or legal proceeding and waives any objection
to the laying of venue of any civil action or legal proceeding in court.
Service of any court paper may be effected on a party by mail, as provided in
this Agreement, or in any other manner as may be provided under applicable
laws, rules of procedure or local rules.

             This Agreement and all transactions contemplated by this
Agreement shall be governed by, and construed and enforced in accordance
with, the internal laws of the State of Florida without regard to principles
of conflicts of laws.   If any legal action or other proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute,
breach, default, or misrepresentation in connection with any provision of
this Agreement, the successful or prevailing party or parties shall be
entitled to recover reasonable attorneys' fees, sales and use taxes, court
costs, and all other expenses even if not taxable as court costs.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same instrument.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
as of the date first written above.

Witnesses:                                CAPITAL CITY BANK GROUP, INC.

                                          By:
-----------------------------             ------------------------------
	William G. Smith, Jr.
		Chairman and CEO
-----------------------------


-----------------------------             ------------------------------
                                          NAME
-----------------------------             TITLE



                             EXHIBIT A
                             ---------

                    2006 - 2010 EARNINGS GOALS
                    --------------------------


The purpose of Exhibit A is to set forth the Earnings Goals and to
advise the Participant as to the potential number of Performance Share
Units which may be earned under the Plan if the Earnings Goals are
achieved.

Performance Share Units
-----------------------

Performance Share Units may be earned for achieving designated Earnings
Goals for each calendar year for the five year period ending December
31, 2010.  Earnings Goals are set forth below.  The Participant is
eligible to receive XXX Performance Share Units each year if the
established Earnings Goals are achieved.  For each calendar year ending
December 31, 2006 through 2009, if the Earnings Goal is not achieved,
the Participant is eligible to receive 75% of XXX Performance Share
Units if the Company achieves at least 75% of the predetermined year
over year growth in earnings required to meet the Project 2010 goal.
No award will be granted for a year when less than 75% of the
predetermined year over year growth in earnings required to meet the
Project 2010 goal is achieved for that year.  In addition, no
Performance Share Units will be awarded for the calendar year ended
December 31, 2010 if the Earnings Goal is not achieved.

Shares convertible from Performance Share Units will be issued in the
calendar quarter following the calendar year in which the Performance
Share Units were earned.  The value of the Shares issued is treated as
compensation and creates an additional tax liability for the
Participant as of the first date the Participant has the right to
receive the Shares, whether or not the Participant exercises that
right.

Due to the complexities of the tax laws and circumstances which may
affect individual participants, the Participant is encouraged to
consult with the Participant's tax advisor concerning any possible tax
consequences of this transaction.



                         EARNINGS GOAL              EARNINGS GOAL
CALENDAR YEAR           FOR 100% PAYOUT             FOR 75% PAYOUT

2006                        $   -                      $   -
2007                            -                          -
2008                            -                          -
2009                            -                          -
2010                            -                          -


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