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                                                                    EXHIBIT 10.1


            SECOND AMENDED AND RESTATED 1999 LONG-TERM INCENTIVE PLAN
                          OF FIRST SECURITY GROUP, INC.


                                    ARTICLE 1
                                     PURPOSE

         1.1      GENERAL. The purpose of the Second Amended and Restated 1999
Long-Term Incentive Plan of First Security Group, Inc. (the "Plan") is to
promote the success, and enhance the value, of First Security Group, Inc. (the
"Company"), by linking the personal interests of its employees and officers to
those of Company shareholders and by providing such persons with an incentive
for outstanding performance. The Plan is further intended to provide flexibility
to the Company in its ability to motivate, attract, and retain the services of
employees and officers upon whose judgment, interest, and special effort the
successful conduct of the Company's operation is largely dependent. Accordingly,
the Plan permits the grant of incentive awards from time to time to selected
employees and officers.



                                    ARTICLE 2
                                 EFFECTIVE DATE



         2.1      EFFECTIVE DATE. The Plan became effective March 10, 1999,
being the date upon which it was originally approved by the shareholders of the
Company.



                                    ARTICLE 3
                                   DEFINITIONS

         3.1      DEFINITIONS. When a word or phrase appears in this Plan with
the initial letter capitalized, and the word or phrase does not commence a
sentence, the word or phrase shall generally be given the meaning ascribed to it
in this Section or in Section 1.1 unless a clearly different meaning is required
by the context. The following words and phrases shall have the following
meanings:

                  (a)      "Award" means any Option or Restricted Stock Award,
         or any other right or interest relating to Stock, granted to a
         Participant under the Plan.

                  (b)      "Award Agreement" means any written agreement,
         contract, or other instrument or document evidencing an Award.

                  (c)      "Board" means the Board of Directors of the Company.

                  (d)      "Change of Control" For the purposes of this
         Agreement, a "Change of Control" shall mean:



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                           (i)      The acquisition by any individual, entity or
         group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934
         Act (a "Person") of beneficial ownership (within the meaning of Rule
         13d-3 promulgated under the 1934 Act) of 20% or more of the combined
         voting power of the then outstanding securities of the Company
         ("Outstanding Company Securities") from and after the Effective Date
         which either are or, upon notice, the passage of time, conversion,
         exercise, payment, exchange and/or the occurrence of any other event
         (whether or not such notice, time, conversion, exercise, payment,
         exchange and/or other event has then been given, elapsed, made or
         occurred), would be entitled to vote in the election of the Company's
         directors or any class thereof (the "Outstanding Voting Securities");
         provided, however, that for purposes of this subsection (d)(i), the
         following acquisitions of Outstanding Company Securities shall not
         constitute a Change of Control: (1) any acquisition of additional
         shares of Outstanding Company Securities by a Person who on the date of
         this Agreement holds 20% or more of the Outstanding Voting Securities,
         (2) any acquisition of Outstanding Company Securities directly from the
         Company in one or more transactions approved by the Incumbent Board (as
         defined in Section (d)(ii) below), (3) any acquisition by the Company
         of Outstanding Company Securities in one or more transaction approved
         by the Incumbent Board, or (4) any acquisition of Outstanding Voting
         Securities by any employee benefit plan (or related trust) sponsored or
         maintained by the Company or any corporation controlled by the Company
         in a transaction approved by the Incumbent Board; or

                           (ii)     Individuals who, as of the date hereof,
         constitute the Company's Board of Directors (the "Incumbent Board")
         cease for any reason to constitute at least a majority of the Company's
         Board of Directors; provided, however, that any individual becoming a
         director subsequent to the date hereof whose election, or nomination
         for election by the Company's stockholders, was approved by a vote of
         at least a majority of the directors then comprising the Incumbent
         Board shall be considered as though such individual were a member of
         the Incumbent Board, but excluding, for this purpose, any such
         individual whose initial assumption of office occurs as a result of an
         actual or threatened election contest with respect to the election or
         removal of directors or other actual or threatened solicitation of
         proxies or consents by or on behalf of a Person other than a majority
         of the Incumbent Board; or

                  (iii)    Consummation of any reorganization, recapitalization,
         merger, share exchange, tender-off or consolidation respecting the
         Company which requires the approval of the Federal Reserve Board,
         Federal Deposit Insurance Corporation, the Tennessee Department of
         Financial Institutions and/or the Georgia Department of Banking and
         Finance, or the sale or other disposition of all or substantially all
         of the assets of the Company in one or any series of transactions
         (individually and collectively, a "Business Combination"), in each
         case, unless, following such Business Combination, (1) all or
         substantially all of the individuals and entities who were the
         beneficial owners, respectively, of the Outstanding Voting Securities
         immediately prior to such Business Combination beneficially own,
         (within the meaning of Rule 13(d) or 14(d)(2) of the Exchange Act)
         directly or indirectly, more than 60% of, respectively, both the
         outstanding common stock and the combined voting power of all
         securities entitled to


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         vote for the election of directors or any class of directors of the
         Company or any other corporation or entity resulting from such Business
         Combination (including, without limitation, a corporation or other
         entity which as a result of such transaction owns the Company or all or
         substantially all of the Company's assets either directly or through
         one or more subsidiaries) in substantially the same proportions as
         their ownership, immediately prior to such Business Combination of the
         Outstanding Voting Securities, (2) no Person (excluding any corporation
         resulting from such Business Combination or any employee benefit plan
         (or related trust) of the Company or such corporation resulting from
         such Business Combination) beneficially owns, directly or indirectly,
         20% or more of the combined voting power of the then outstanding voting
         securities of such corporation except to the extent that such ownership
         existed prior to the Business Combination, and (3) at least a majority
         of the members of the board of directors of the Company or the
         corporation resulting from such Business Combination were members of
         the Incumbent Board at the time of the execution of the initial
         agreement, or of the action of the Board, providing for such Business
         Combination, whichever occurred first; or

                  (iv)     Approval by the shareholders of the Company of a plan
         of liquidation or dissolution of the Company.

                           (e)      "Code" means the Internal Revenue Code of
1986, as amended from time to time.

                           (f)      "Committee" means the committee of the Board
described in Article 4.

                           (g)      "Company" means First Security Group, Inc.,
a Tennessee corporation.

                           (h)      "Covered Employee" means a covered employee
as defined in Code Section 162(m)(3); provided, that no employee shall be a
Covered Employee until the deduction limitation of Code Section 162(m) is
applicable to the Company and any reliance period under Code Section 162(m) has
expired.

                           (i)      "Disability" shall mean any illness or other
physical or mental condition of a Participant that renders the Participant
incapable of performing his customary and usual duties for the Company, or any
medically determinable illness or other physical or mental condition resulting
from a bodily injury, disease or mental disorder which, in the judgment of the
Committee, is permanent and continuous in nature. The Committee may require such
medical or other evidence as it deems necessary to judge the nature and
permanency of the Participant's condition. Notwithstanding the above, with
respect to an Incentive Stock Option, Disability shall mean Permanent and Total
Disability as defined in Code Section 22(e)(3).

                           (j)      "Effective Date" has the meaning assigned
such term in Section 2.1.

                           (k)      "Fair Market Value," on any date, means (i)
if the Stock is listed on a securities exchange or is traded over the NASDAQ
National Market, the closing sales price on such exchange or over such system on
such date or, in the absence of reported


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sales on such date, the closing sales price on the immediately preceding date on
which sales were reported, or (ii) if the Stock is not listed on a securities
exchange or traded over the NASDAQ National Market, the mean between the bid and
offered prices as quoted by NASDAQ for such date, provided that if it is
determined that, the fair market value is not properly reflected by such NASDAQ
quotations, or if the Stock is not quoted on NASDAQ, Fair Market Value will be
determined by such other method as the Committee determines in good faith to be
reasonable.

                           (l)      "Incentive Stock Option means an Option that
is intended to meet the requirements of Section 422 of the Code or any successor
provision thereto.

                           (m)      "Non-Qualified Stock Option" means an Option
that is not an Incentive Stock Option.

                           (n)      "Option" means a right granted to a
Participant under Article 7 of the Plan to purchase Stock at a specified price
during specified time periods. An Option may be either an Incentive Stock Option
or a Non-Qualified Stock Option.

                           (o)      "Parent" means a corporation which owns or
beneficially owns a majority of the outstanding voting stock or voting power of
the Company. For Incentive Stock Options, the term shall have the same meaning
as set forth in Code Section 424(e).

                           (p)      "Participant" means a person who, as an
employee or officer of the Company or any Subsidiary, has been granted an Award
under the Plan.

                           (q)      "Plan" means the Second Amended and Restated
1999 Long-Term Incentive Plan of First Security Group, Inc., as further amended
from time to time.

                           (r)      "Restricted Stock Award" means Stock granted
to a Participant under Article 8 that is subject to certain restrictions and to
risk of forfeiture.

                           (s)      "Stock" means the $.01 par value common
stock of the Company and such other securities of the Company as may be
substituted for Stock pursuant to Article 10.

                           (t)      "Subsidiary" means any corporation, limited
liability company, partnership or other entity of which a majority of the
outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Company. For Incentive Stock Options, the term shall have the
meaning set forth in Code Section 424(f).

                           (u)      "1933 Act" means the Securities Act of 1933,
as amended from time to time.

                           (v)      "1934 Act" means the Securities Exchange Act
of 1934, as amended from time to time.


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                                    ARTICLE 4
                                 ADMINISTRATION


         4.1      COMMITTEE. The Plan shall be administered by a committee (the
"Committee") appointed by the Board (which Committee shall consist of three or
more directors) or, at the discretion of the Board from time to time, by the
Board. It is intended that the directors appointed to serve on the Committee
shall be "non-employee directors" (within the meaning of Rule 16b-3 promulgated
under the 1934 Act) and "outside directors" (within the meaning of Code Section
162(m) and the regulations thereunder) to the extent that Rule 16b-3 and, if
necessary for relief from the limitation under Code Section 162(m) and such
relief is sought by the Company, Code Section 162(m), respectively, are
applicable. However, the mere fact that a Committee member shall fail to qualify
under either of the foregoing requirements shall not invalidate any Award made
by the Committee which Award is otherwise validly made under the Plan. The
members of the Committee shall be appointed by, and may be changed at any time
and from time to time in the discretion of, the Board. During any time that the
Board is acting as administrator of the Plan, it shall have all the powers of
the Committee hereunder, and any reference herein to the Committee (other than
in this Section 4.1) shall include the Board.

         4.2      ACTION BY THE COMMITTEE. For purposes of administering the
Plan, the following rules of procedure shall govern the Committee. A majority of
the Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
famished to that member by any officer or other employee of the Company or any
Parent or Subsidiary, the Company's independent certified public accountants, or
any executive compensation consultant or other professional retained by the
Company to assist in the administration of the Plan.

         4.3      AUTHORITY OF COMMITTEE. Subject to the terms of this Plan, the
Committee has the exclusive power, authority and discretion to:

                  (a)      Designate Participants;

                  (b)      Determine the type or types of Awards to be granted
         to each Participant;

                  (c)      Determine the number of Awards to be granted and the
         number of shares of Stock to which an Award will relate;

                  (d)      Determine the terms and conditions of any Award
         granted under the Plan, including but not limited to, the exercise
         price, grant price, or purchase price, any restrictions or limitations
         on the Award, and any schedule for lapse of forfeiture restrictions or
         restrictions on the exercisability of an Award, based in each case on
         such considerations as the Committee in its sole discretion determines;


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                  (e)      Determine whether, to what extent, and under what
         circumstances the exercise price of an Award may be paid in, cash,
         Stock, other Awards, or other property, or an Award may be canceled,
         forfeited, or surrendered;

                  (f)      Prescribe the form of each Award Agreement, which
         need not be identical for each Participant;

                  (g)      Decide all other matters that must be determined in
         connection with an Award;

                  (h)      Establish, adopt or revise any rules and regulations
         as it may deem necessary or advisable to administer the Plan;

                  (i)      Make all other decisions and determinations that may
         be required under the Plan or as the Committee deems necessary or
         advisable to administer the Plan; and

                  (j)      Amend the Plan or any Award Agreement as provided
         herein; provided that no amendment of the Plan adopted by the Committee
         which (i) increases the number of shares of Stock subject to the Plan
         as set forth in Section 5.1, or (ii) changes the class of individuals
         eligible to participate in the Plan, shall be effective unless it is
         also approved by the Company's Board of Directors and shareholders.

         4.4      DECISIONS BINDING. The Committee's interpretation of the Plan,
any Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.



                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

         5.1      NUMBER OF SHARES. Subject to adjustment as provided in Section
10. 1, the aggregate number of shares of Stock reserved and available for Awards
shall be 500,000, of which not more than 10% may be granted as Awards of
Restricted Stock.

         5.2      LAPSED AWARDS. To the extent that an Award is canceled,
terminates, expires or lapses for any reason, any shares of Stock subject to the
Award will again be available for the grant of an Award under the Plan.

         5.3      STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award
may consist, in whole or in part, of authorized and unissued Stock, treasury
Stock or Stock purchased on the open market.

         5.4      LIMITATION ON AWARDS. Notwithstanding any provision in the
Plan to the contrary (but subject to adjustment as provided in Section 10.1),
the maximum number of shares of Stock with respect to one or more Options that
may be granted during any one calendar year under the Plan to any one
Participant shall be 100,000. The maximum fair market value (measured as of the
date of grant) of any Awards other than Options that may be received by any


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one Participant (less any consideration paid by the Participant for such Award)
during any one calendar year under the Plan shall be $100,000.


                                    ARTICLE 6
                                   ELIGIBILITY


         6.1      GENERAL. Awards may be granted only to individuals who
employees or officers of the Company or a Parent or Subsidiary.


                                    ARTICLE 7
                                  STOCK OPTIONS

         7.1      GENERAL. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

                  (a)      EXERCISE PRICE. The exercise price per share of Stock
         under an Option shall be determined by the Committee, provided that the
         exercise price for any Option shall not be less than the Fair Market
         Value as of the date of the grant.

                  (b)      TIME AND CONDITIONS OF EXERCISE. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part; provided that in no event may any Option be
         exercisable for more than ten years from its date of grant. The
         Committee also shall determine the performance or other conditions, if
         any, that must be satisfied before all or part of an Option may be
         exercised.

                  (c)      LAPSE OF OPTION. An Option shall 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 (3), (4) and (5) below, provide in writing that
         the Option will extend until a later date, but if an Incentive Stock
         Option is exercised after the dates specified in paragraphs (3), (4)
         and (5) below, it will automatically become a Non-Qualified Stock
         Option:

                           (1)      The Option shall lapse as of the option
                  expiration date set forth in the Award Agreement.

                           (2)      The Option shall lapse ten years after it is
                  granted, unless an earlier time is set in the Award Agreement.

                           (3)      If the Participant terminates employment for
                  any reason other than as provided in paragraph (4) or.(5)
                  below, the Option shall lapse, unless it is previously
                  exercised, three months after the Participant's termination of
                  employment; provided, however, that if the Participant's
                  employment is terminated by the Company for cause or by the
                  Participant without the consent of the Company, the Option
                  shall (to the extent not previously exercised) lapse
                  immediately.


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                           (4)      If the Participant terminates employment by
                  reason of his Disability, the Stock Option shall lapse, unless
                  it is previously exercised, one year after the Participant's
                  termination of employment.

                           (5)      If the Participant dies while employed, or
                  during the three month period described in paragraph (3) or
                  during the one-year period described in paragraph (4) and
                  before the Option otherwise lapses, the Option shall lapse one
                  year after the Participant's death. Upon the Participant's
                  death, any exercisable Options may be exercised by the
                  Participant's beneficiary, determined in accordance with
                  Section 9.7.

         If a Participant exercises an Option after termination of employment,
the Option may be exercised only with. respect to the shares that were otherwise
vested on the Participant's termination of employment.

                  (d)      PAYMENT. The Committee shall determine the methods by
         which the exercise price of an Option may be paid, the form of payment,
         including, without limitation, cash, shares of Stock, or other property
         (including "cashless exercise" arrangements), and the methods by which
         shares of Stock shall be delivered or deemed to be delivered to
         Participants; provided that if shares of Stock surrendered in payment
         of the exercise price were themselves acquired otherwise than on the
         open market, such shares shall have been held by the Participant for at
         least six months.

                  (e)      EVIDENCE OF GRANT. All Options shall be evidenced by
         a written Award Agreement between the Company and the Participant. The
         Award Agreement shall include such provisions, not inconsistent with
         the Plan, as may be specified by the Committee.

                  (f)      ADDITIONAL OPTIONS UPON EXERCISE. The Committee may,
         in its sole discretion, provide in an Award Agreement, or in an
         amendment thereto, for the automatic grant of a new Option to any
         Participant who delivers shares of Stock as full or partial payment of
         the exercise price of the original Option. Any new Option granted in
         such a case (i) shall be for the same number of shares of Stock as the
         Participant delivered in exercising the original Option, (ii) shall
         have an exercise price of 100% of the Fair Market Value of the
         surrendered shares of Stock on the date of exercise of the original
         Option (the grant date for the new Option), and (iii) shall have a term
         equal to the unexpired term of the original Option.

         7.2      INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock
Options granted under the Plan must comply with the following additional rules:

                  (a)      INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair
         Market Value (determined as of the time an Award is made) of all shares
         of Stock with respect to which Incentive Stock Options are first
         exercisable by a Participant in any calendar year may not exceed
         $100,000. 00.


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                  (b)      TEN PERCENT OWNERS. No Incentive Stock Option shall
         be granted to any individual who, at the date of grant, owns stock
         possessing more than ten percent of the total combined voting power of
         all classes of stock of the Company or any Parent or Subsidiary unless
         the exercise price per share of such Option is at least 110% of the
         Fair Market Value per share of Stock at the date of grant and the
         Option expires no later than five years after the date of grant.

                  (c)      EXPIRATION OF INCENTIVE STOCK OPTIONS. No Award of an
         Incentive Stock Option may be made pursuant to the Plan after the day
         immediately prior to the tenth anniversary of the Effective Date.

                  (d)      RIGHT TO EXERCISE. During a Participant's lifetime,
         an Incentive Stock Option may be exercised only by the Participant or,
         in the case of the Participant's Disability, by the Participant's
         guardian or legal representative.

                  (e)      DIRECTORS. The Committee may not grant an Incentive
         Stock Option to a non-employee director. The Committee may grant an
         Incentive Stock Option to a director who is also an employee of the
         Company or Parent or Subsidiary but only in that individual's position
         as an employee and not as a director.

                                    ARTICLE 8
                             RESTRICTED STOCK AWARDS

         8.1      GRANT OF RESTRICTED STOCK. The Committee is authorized to make
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee. All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.

         8.2      ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject
to such restrictions on transferability and other restrictions as the Committee
may impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.

         8.3      FORFEITURE. Except as otherwise determined by the Committee at
the time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period or upon failure to satisfy a
performance goal during the applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired by the
Company, provided, however, that the Committee may provide in any Award
Agreement that restrictions or forfeiture conditions relating to Restricted
Stock will be waived in whole or in part in the event of terminations resulting
from specified causes, and the Committee may in other cases waive in whole or in
part restrictions or forfeiture conditions relating to Restricted Stock.


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         8.4      CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing shares of Restricted Stock are registered in the
name of the Participant, certificates must bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Restricted Stock.




                                    ARTICLE 9
                         PROVISIONS APPLICABLE TO AWARDS

         9.1      STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with, or in substitution for, any other Award
granted under the Plan. If an Award is granted in substitution for another
Award, the Committee may require the surrender of such other Award in
consideration of the grant of the new Award. Awards granted in addition to or in
tandem with other Awards may be granted either at the same time as or at a
different time from the grant of such other Awards.

         9.2      EXCHANGE PROVISIONS. The Committee may at any time offer to
exchange or buy out any previously granted Award for a payment in cash, Stock,
or another Award (subject to Section 10.1), based on the terms and conditions
the Committee determines and communicates to the Participant at the time the
offer is made, and after taking into account the tax, securities and accounting
effects of such an exchange.

         9.3      TERM OF AWARD. The term of each Award shall be for the period
as determined by the Committee, provided that in no event shall the term of any
Option exceed a period of ten years from the date of its grant (or, if Section
7.2(b) applies, five years from the date of its grant).

         9.4      VESTING OF AWARD. Each Award shall vest (become exercisable)
in approximately equal percentages each year over a period of not less than
three years from the date of grant, as determined by the Committee pursuant to
Section 4.3, subject to accelerated vesting under the terms of Sections 9.9,
9.10, 9.11 or as may be provided in any Award Agreement.

         9.5      FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan
and any applicable law or Award Agreement, payments or transfers to be made by
the Company or a Parent or Subsidiary on the grant or exercise of an Award may
be made in such form as the Committee determines at or after the time of grant,
including without limitation, cash, Stock, other Awards, or other property, or
any combination, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance with
rules adopted by, and at the discretion of, the Committee.

         9.6      LIMITS ON TRANSFER. No right or interest of a Participant in
any unexercised or restricted Award may be pledged, encumbered, or hypothecated
to or in favor of any party


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other than the Company or a Parent or Subsidiary, or shall be subject to any
lien, obligation, or liability of such Participant to any other party other than
the Company or a Parent or Subsidiary. No unexercised or restricted Award shall
be assignable or transferable by a Participant other than by will or the laws of
descent and distribution.

         9.7      BENEFICIARIES. Notwithstanding Section 9.6, a Participant may,
in the manner determined by the Committee, designate a beneficiary to exercise
the rights of the Participant and to receive any distribution with respect to
any Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Committee. If no beneficiary has been designated or survives the
Participant, payment shall be made to the Participant's estate. Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.

         9.8      STOCK CERTIFICATES. All Stock certificates delivered under the
Plan are subject to any stop-transfer orders and other restrictions as the
Committee deems necessary or advisable to comply with federal or state
securities laws, rules and regulations and the rules of any national securities
exchange or automated quotation system on which the Stock is listed, quoted, or
traded. The Committee may place legends on any Stock certificate to reference
restrictions applicable to the Stock.

         9.9      ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise
provided in the Award Agreement, upon the occurrence of a Change in Control, all
outstanding Options, Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised shall become fully exercisable and all
restrictions on outstanding Awards shall lapse; provided, however, that such
acceleration will not occur if, in the opinion of the Company's accountants,
such acceleration would preclude the use of "pooling of interest" accounting
treatment for a Change in Control transaction that (a) would otherwise qualify
for such accounting treatment, and (b) is contingent upon qualifying for such
accounting treatment. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.

         9.10     ACCELERATION UPON CERTAIN EVENTS NOT CONSTITUTING A CHANGE IN
CONTROL. In the event of the occurrence of any circumstance, transaction or
event not constituting a Change in Control (as defined in Section 3.1) but which
the Board of Directors deems to be, or to be reasonably likely to lead to, an
effective change in control of the Company of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of the 1934 Act, the
Committee may in its sole discretion declare all outstanding Options and other
Awards in the nature of rights that may be exercised to be fully exercisable,
and/or all restrictions on all outstanding Awards to have lapsed, in each case,
as of such date as the Committee may, in its sole discretion, declare, which may
be on or before the consummation of such transaction or event. To the extent
that this provision causes Incentive Stock Options to


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exceed the dollar limitation set forth in Section 7.2(d), the excess Options
shall be deemed to be Non-Qualified Stock Options.

         9.11     ACCELERATION FOR ANY OTHER REASON. Regardless of whether an
event has occurred as described in Section 9.9 or 9.10 above, the Committee may
in its sole discretion at any time determine that all or a portion of a
Participant's Options and other Awards in the nature of rights that may be
exercised shall become fully or partially exercisable, and/or that all or a part
of the restrictions on all or a portion of the outstanding Awards shall lapse,
in each case, as of such date as the Committee may, in its sole discretion,
declare. The Committee may discriminate among Participants and among Awards
granted to a Participant in exercising its discretion pursuant to this Section
9.11.

         9.12     EFFECT OF ACCELERATION. If an Award is accelerated under
Section 9.10 or 9.11, the Committee may, in its sole discretion, provide (i)
that the Award will expire after a designated period of time after such
acceleration to the extent not then exercised, (ii) that the Award will be
settled in cash rather than Stock, (iii) that the Award will be assumed by
another party to the transaction giving rise to the acceleration or otherwise be
equitably converted in connection with such transaction, or (iv) any combination
of the foregoing. The Committee's determination need not be uniform and may be
different for different Participants, whether or not such Participants are
similarly situated.

         9.13     PERFORMANCE GOALS. The Committee may determine that any Award
granted pursuant to this Plan to a Participant (including, but not limited to,
Participants who are Covered Employees) shall be determined solely on the basis
of (a) the achievement by the Company or a Parent or Subsidiary of a specified
target return, or target growth in return, on equity or assets, (b) the
Company's, Parent's or Subsidiary's stock price, (c) the achievement by an
individual or a business unit of the Company, Parent or Subsidiary of a
specified target, or target growth in, revenues, net income or earnings per
share, (d) the achievement of objectively determinable goals with respect to
service or product delivery, service or product quality, customer satisfaction,
meeting budgets and/or retention of employees, or (e) any combination of the
goals set forth in (a) through (d) above. If an Award is made on such basis, the
Committee shall establish goals prior to the beginning of the period for which
such performance goal relates (or such later date as may be permitted under Code
Section 162(m) or the regulations thereunder) and the Committee may for any
reason reduce (but not increase) any Award, notwithstanding the achievement of a
specified goal. Any payment of an Award granted with performance goals shall be
conditioned on the written certification of the Committee in each case that the
performance goals and any other material conditions were satisfied.

         9.14     TERMINATION OF EMPLOYMENT. Whether military, government or
other service or other leave of absence shall constitute a termination of
employment shall be determined in each case by the Committee at its discretion,
and any determination by the Committee shall be final and conclusive; provided
that for Incentive Stock Options, such determination shall be made in accordance
with Section 421 of the Code. A termination of employment shall not occur in a
circumstance in which a Participant transfers from the Company to one of its
Parents or Subsidiaries, transfers from a Parent or Subsidiary to the Company,
or transfers from one Parent or Subsidiary to another Parent or Subsidiary.


                                      -12-
<PAGE>   13
         9.15     EXERCISE OR FORFEITURE AS REQUIRED BY LAW. To the extent
required by law, in the event the capital of a financial institution Subsidiary
of the Company falls below the minimum capital requirements established from
time to time by its applicable state or primary federal regulator, such primary
federal regulator may require that Options that are issued under the Plan and
are not exercised within a specific period of time be cancelled and have no
further force or effect.

                                   ARTICLE 10
                          CHANGES IN CAPITAL STRUCTURE

         10.1     GENERAL. In the event a stock dividend is declared upon the
Stock, the authorization limits under Section 5.1 and 5.4 shall be increased
proportionately, and the shares of Stock then subject to each Award shall be
increased proportionately without any change in the aggregate purchase price
therefor. In the event the Stock shall be changed into or exchanged for a
different number or class of shares of stock or securities of the Company or of
another corporation, whether through reorganization, recapitalization,
reclassification, share exchange, stock split-up, combination of shares, merger
or consolidation, the authorization limits under Section 5.1 and 5.4 shall be
adjusted proportionately, and there shall be substituted for each such share of
Stock then subject to each Award the number and class of shares into which each
outstanding share of Stock shall be so exchanged, all without any change in the
aggregate purchase price for the shares then subject to each Award, or, subject
to Section 11.2,. there shall be made such other equitable adjustment as the
Committee shall approve.

                                   ARTICLE 11
                     AMENDMENT, MODIFICATION AND TERMINATION

         11.1     AMENDMENT, MODIFICATION AND TERMINATION. The Board or the
Committee may, at any time and from time to time, amend, modify or terminate the
Plan without shareholder approval; provided, however, that the Board or
Committee may condition any amendment or modification on the approval of
shareholders of the Company if such approval is necessary or deemed advisable
with respect to tax, securities or other applicable laws, policies or
regulations.

         11.2     AWARDS PREVIOUSLY GRANTED. At any time and from time to time,
the Committee may amend, modify or terminate any outstanding Award without
approval of the Participant; provided, however, that, subject to the terms of
the applicable Award Agreement, such amendment, modification or termination
shall not, without the Participant's consent, reduce or diminish the value of
such Award determined as if the Award had been exercised, vested, cashed in or
otherwise settled on the date of such amendment or termination, and provided
further that, except as otherwise permitted in the Plan, the exercise price of
any Option may not be reduced and the original term of any Option may not be
extended. No termination, amendment, or modification of the Plan shall adversely
affect any Award previously granted under the Plan, without the written consent
of the Participant.


                                      -13-
<PAGE>   14


                                   ARTICLE 12
                               GENERAL PROVISIONS

         12.1     NO RIGHTS TO AWARDS. No Participant or eligible participant
shall have any claim to be granted any Award under the Plan, and neither the
Company nor the Committee is obligated to treat Participants or eligible
participants uniformly.

         12.2     NO SHAREHOLDER RIGHTS. No Award gives the Participant any of
the rights of a shareholder of the Company unless and until shares of Stock are
in fact issued to such person in connection with such Award.

         12.3     WITHHOLDING. The Company or any Parent or Subsidiary shall
have the authority and the right to deduct or withhold, or require a Participant
to remit to the Company, an amount sufficient to satisfy federal, state, and
local taxes (including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the Plan. With
respect to withholding required upon any taxable event under the Plan, the
Committee may, at the time the Award is granted or thereafter, require that any
such withholding requirement be satisfied, in whole or in part, by withholding
shares of Stock having a Fair Market Value on the date of withholding equal to
the minimum amount (and not any greater amount) required to be withheld for tax
purposes, all in accordance with such procedures as the Committee establishes.

         12.4     NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan or any
Award Agreement shall interfere with or limit in any way the right of the
Company or any Parent or Subsidiary to terminate any Participant's employment or
status as an officer or director at any time, nor confer upon any Participant
any right to continue as an employee, officer or director of the Company or any
Parent or Subsidiary.

         12.5     UNFUNDED STATUS OF AWARDS. The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Agreement shall give the Participant any rights that
are greater than those of a general creditor of the Company or any Parent or
Subsidiary.

         12.6     INDEMNIFICATION. To the extent allowable under applicable law,
each member of the Committee shall be indemnified and held harmless by the
Company from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the
Plan and against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit, or proceeding against him
provided he gives the Company an opportunity, at its own expense, to handle and
defend the same before he undertakes to handle and defend it on his own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Company's Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.


                                      -14-



<PAGE>   15
         12.7     RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan
shall be taken into account, in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or benefit plan of
the Company or any Parent or Subsidiary unless provided otherwise in such other
plan.

         12.8     EXPENSES. The expenses of administering the Plan shall be
borne by the Company and its Parents or Subsidiaries.

         12.9     TITLES AND HEADINGS. The titles and headings of the Sections
in the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         12.10    GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine, the
plural shall include the singular, and the singular shall include the plural.

         12.11    FRACTIONAL SHARES. No fractional shares of Stock shall be
issued, and the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.

         12.12    GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Company to make payment of Awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Company shall be under no obligation to
register under the 1933 Act, or any state securities act, any of the shares of
Stock paid under the Plan. The shares paid under the Plan may in certain
circumstances be exempt from registration under the 1933 Act, and the Company
may restrict the transfer of such shares in such manner as it deems advisable to
ensure the availability of any such exemption.

         12.13    GOVERNING LAW. To the extent not governed by federal law, the
Plan and all Award Agreements shall be construed in accordance with and governed
by the laws of the State of Tennessee.

         12.14    ADDITIONAL PROVISIONS. Each Award Agreement may contain such
other terms and conditions as the Committee may determine; provided that such
other terms and conditions are not inconsistent with the provisions of this
Plan.

         12.15    CODE SECTION 162(m). The deduction limits of Code Section
162(m) and the regulations thereunder do not apply to the Company until such
time, if any, as any class of the Company's common equity securities is
registered under Section 12 of the 1934 Act or the Company otherwise meets the
definition of a "publicly held corporation" under Treasury Regulation
1.162-27(c) or any successor provision. Upon becoming a publicly held
corporation, the deduction limits of Code Section 162(m) and the regulations
thereunder shall not apply to compensation payable under this Plan until the
expiration of the reliance period described in Treasury Regulation 1.162-27(f)
or any successor provision.


                                      -15
<PAGE>   16

The foregoing is hereby acknowledged as being the Second Amended and Restated
1999 Long-Term Incentive Plan of First Security Group, Inc. as adopted by the
Board of Directors of the Company on March 10, 1999 and approved by the
Company's shareholders on March 10, 1999, and as amended and restated by the
Board of Directors of the Company on August 16, 1999, and as amended and
restated by the Board of Directors of the Company on October 25, 2000.

                              FIRST SECURITY GROUP, INC.



                              By: /s/ Doyle Ray Marler
                                  ---------------------------------------------
                                  Doyle Ray Marler
                                  Director and Member of Compensation Committee




                              By: /s/ Ralph Kendall
                                  ---------------------------------------------
                                  Ralph Kendall
                                  Director and Member of Compensation Committee




                              By: /s/ Douglas Heuer, III
                                  ---------------------------------------------
                                  Douglas Heuer, III
                                  Director and Member of Compensation Committee



                                      -16-