DRAFT
                                                                      9/30/ 2003






                          FLINT RIVER 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 . . . . . . . . . . . . . . . . . .     5
     2.3     Administration of the Plan. . . . . . . . . . . . . . . . . .     5
     2.4     Eligibility and Limits. . . . . . . . . . . . . . . . . . . .     5

SECTION 3  TERMS OF STOCK INCENTIVES . . . . . . . . . . . . . . . . . . .     6

     3.1     General Terms and Conditions. . . . . . . . . . . . . . . . .     6
     3.2     Terms and Conditions of Options.. . . . . . . . . . . . . . .     7
          (a)     Option Price . . . . . . . . . . . . . . . . . . . . . .     7
          (b)     Option Term  . . . . . . . . . . . . . . . . . . . . . .     7
          (c)     Payment. . . . . . . . . . . . . . . . . . . . . . . . .     8
          (d)     Conditions to the Exercise of an Option. . . . . . . . .     8
          (e)     Termination of Incentive Stock Option Status . . . . . .     8
          (f)     Special Provisions for Certain Substitute Options. . . .     8
     3.3     Treatment of Awards Upon Termination of Service . . . . . . .     9

SECTION 4  RESTRICTIONS ON STOCK . . . . . . . . . . . . . . . . . . . . .     9

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

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

     5.1     Withholding.. . . . . . . . . . . . . . . . . . . . . . . . .     9
     5.2     Changes in Capitalization; Merger; Liquidation. . . . . . . .    10
     5.3     Cash Awards . . . . . . . . . . . . . . . . . . . . . . . . .    11
     5.4     Compliance with Code. . . . . . . . . . . . . . . . . . . . .    11
     5.5     Right to Terminate Service. . . . . . . . . . . . . . . . . .    11
     5.6     Restrictions on Delivery and Sale of Shares; Legends. . . . .    11
     5.7     Non-Alienation of Benefits. . . . . . . . . . . . . . . . . .    12
     5.8     Termination and Amendment of the Plan.. . . . . . . . . . . .    12
     5.9     Stockholder Approval. . . . . . . . . . . . . . . . . . . . .    12
     5.10    Choice of Law . . . . . . . . . . . . . . . . . . . . . . . .    12
     5.11    Effective Date of the Plan  . . . . . . . . . . . . . . . . .    12
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                          FLINT RIVER 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  the  Flint  River  National Bank (Proposed).
                   ----

          (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  the  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 Participant and
     the  Company  or  Affiliate(s)  are  party.

          (e)     "Change  in  Control"  has the same meaning as provided in the
                   -------------------
     employment  agreement  between  the  Participant  and  the  Company  or
     Affiliate(s),  or  if  no  such  definition or employment agreement exists,
     "Change  in  Control  shall  mean any one of the following events which may
     occur  after  the  date  the  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


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          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 thirty percent (30%) or more of the
          combined  voting  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 or consolidation, with respect
          to  which persons who were the stockholders of the Company or the Bank
          immediately  prior  to such reorganization, merger 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)     "Company"  means  Flint  River  Bancshares,  Inc.
                   -------

          (i)     "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.


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          (j)     "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.

          (k)     "Exchange  Act"  means the Securities Exchange Act of 1934, as
                   -------------
amended.

          (l)     "Fair  Market  Value"  with  regard  to  a  date  means:
                   -------------------

               (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) and (2) above, the Committee may use the
     closing  price as of the applicable date or the average of the high and low
     prices  as of the applicable date. For purposes of Paragraph (3) above, the
     Board  of Directors may use the price averaged over 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.

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

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

          (o)     "Option"  means  a  Nonqualified  Stock Option or an Incentive
                   ------
     Stock Option.

          (p)     "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).

          (q)     "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


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     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.

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

          (s)     "Plan"  means  the  Flint  River  Bancshares,  Inc. 2003 Stock
                   ----
     Incentive  Plan.

          (t)     "Stock"  means  the  Company's  no  par  value  common  stock.
                   -----

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

          (v)     "Stock  Incentives"  means,  collectively,  Incentive  Stock
                   -----------------
     Options and Nonqualified Stock Options.

          (w)     "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.

          (x)     "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.


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     2.2     Stock  Subject  to  the  Plan.  Subject to adjustment in accordance
             -----------------------------
with  Section 5.2, 50,000 shares of Stock (the "Maximum Plan Shares") are hereby
reserved  exclusively  for  issuance  upon exercise or payment pursuant to Stock
Incentives.  At  such  times  as  the  Company  is  subject to Section 16 of the
Exchange  Act,  at  no  time shall the Company have outstanding Stock Incentives
subject  to Section 16 of the Exchange Act and shares of Stock issued in respect
of  Stock  Incentives in excess of the Maximum Plan Shares.  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.  During  those  periods that the Company is subject to the provisions
of Section 16 of the Exchange Act, the Board of Directors shall consider whether
each  Committee  member  should  qualify  as an "outside director" as defined in
Treasury  Regulations Section 1.162-27(e) as promulgated by the Internal Revenue
Service  and  a  "non-employee  director"  as  defined  in  Rule 16b(3)(b)(3) as
promulgated  under the Exchange Act.  The Committee shall have full authority in
its discretion to determine the officers, employees and directors of the Company
or  its  Affiliates  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 Nonqualified Stock Option(s).
During  such  periods  as  required  by  Code Section 162(m) of the Code and the


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regulations  thereunder  for  compensation  to  be  treated  as  qualified
performance-based  compensation,  the  maximum  number  of  shares of Stock with
respect  to which Options may be granted during any calendar year to an employee
may  not  exceed [25,000], subject to adjustment in accordance with Section 5.2.
If,  after  grant,  the  exercise price of an Option is reduced, the transaction
shall  be  treated  as  the  cancellation  of  the Option and the grant of a new
Option.  If  an  Option  is deemed to be cancelled as described in the preceding
sentence,  the  Option  that  is  deemed  to be cancelled and the Option that is
deemed  to  be granted shall both be counted against the Maximum Plan Shares and
the  maximum  number  of  shares for which Options may be granted to an employee
during  any  calendar  year.

                      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 tendered in payment of the Exercise Price (as defined
     below) for each share 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.

          (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.


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<PAGE>
          (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 Nonqualified Stock Option, and the Option shall be
clearly  identified  as  to  its  status  as  an  Incentive  Stock  Option  or a
Nonqualified 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 Company or the Bank may require a Participant to exercise the
vested  portion  of the Option in whole or in part if the capital of the Company
or  the Bank falls below minimum 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 Nonqualified Stock Option, the Exercise Price per share shall be
     no  less  than  the  Fair  Market  Value.

          (b)     Option  Term.  The  term of an Option shall be as specified in
                  ------------
     the applicable Stock Incentive Agreement; provided, however that any 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.


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<PAGE>
          (c)     Payment.  Payment  for  all shares of Stock purchased pursuant
                  -------
     to  the  exercise  of  an  Option  shall  be  made in cash or, if the Stock
     Incentive  Agreement  provides, 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  Option  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.

          (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.


                                        8
<PAGE>
     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
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


                                        9
<PAGE>
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  maximum  number  of shares of Stock for which Options may be
     granted  to  any employee during any calendar year, 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 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


                                       10
<PAGE>
     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  officer,  employee  or  director  of  the Company or affect the right of the
Company  to  terminate  the  Participant's  services  at  any  time.

     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


                                       11
<PAGE>
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 was approved by the Board of
              --------------------------
Directors as of _______________, 2003 and will be effective as of that date.

                                        FLINT RIVER BANCSHARES, INC.

                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------

ATTEST:


---------------------------------
Secretary

       [SEAL]


                                       12
<PAGE>