Exhibit 10.2
                                                                    ------------

                          INCENTIVE STOCK OPTION AWARD
             PURSUANT TO THE SOUTHEASTERN BANK FINANCIAL CORPORATION
                            2006 STOCK INCENTIVE PLAN

     THIS  INCENTIVE  STOCK  OPTION  AWARD (the "Award") is made as of the Grant
Date  by  and  between  SOUTHEASTERN  BANK FINANCIAL CORPORATION (the "Bank"), a
Georgia  corporation,  and  _______________  (the  "Optionee").

     Upon  and  subject  to  the  Terms  and  Conditions  attached  hereto  and
incorporated herein by reference, the Bank hereby awards as of the Grant Date to
Optionee  an  incentive  stock  option  (the  "Option"),  as described below, to
purchase  the  Option  Shares.

     A.   Grant  Date:  __________,  2006.

     B.   Type  of  Option:  Incentive  Stock  Option.

     C.   Plan under  which  granted:  Southeastern  Bank  Financial Corporation
          2006  Long-Term  Incentive  Plan.

     D.   Option  Shares:  All  or  any  part  of  ________ shares of the Bank's
          common  stock  (the "Common Stock"), subject to adjustment as provided
          in  the  attached  Terms  and  Conditions.

     E.   Exercise  Price: $____ per share, subject to adjustment as provided in
          the  attached  Terms  and  Conditions.  The  Exercise Price is, in the
          judgment of the Committee, not less than 100% of the Fair Market Value
          of  a  share  of  Common Stock on the Grant Date or, in the case of an
          Over 10% Owner, not less than 110% of the Fair Market Value of a share
          of  Common  Stock  on  the  Grant  Date.

     F.   Option  Period:  The  Option  may  be exercised only during the Option
          Period  which  commences on the Grant Date and ends, generally, on the
          earliest of (a) the tenth (10th) anniversary of the Grant Date (unless
          the  Optionee  is  an  Over  10%  Owner, in which case the fifth (5th)
          anniversary  of  the  Grant Date); or (b) the earlier of (i) three (3)
          months following the date the Optionee ceases to be an employee of the
          Bank  (including  any  Affiliate)  for  reasons  other  than  death or
          Disability;  or  (ii)  one  (1)  year  following the date the Optionee
          ceases  to be an employee of the Bank (including any Affiliate) due to
          death  or  Disability;  provided  however,  that  the  Option  may  be
          exercised  as  to  no  more  than  the vested Option Shares determined
          pursuant  to  the  Vesting  Schedule.  Note  that other limitations to
          exercising  the  Option,  as  described  in  the  attached  Terms  and
          Conditions,  may  apply.

     G.   Vesting  Schedule: The Option Shares shall become vested in accordance
          with  Schedule  1  hereto  (the  "Vesting  Schedule").
                -----------

     IN  WITNESS  WHEREOF, the parties have executed and sealed this Award as of
the  Grant  Date  set  forth  above.

OPTIONEE                          SOUTHEASTERN  BANK  FINANCIAL  CORPORATION

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

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


<PAGE>
                              TERMS AND CONDITIONS
                                     TO THE
                          INCENTIVE STOCK OPTION AWARD
             PURSUANT TO THE SOUTHEASTERN BANK FINANCIAL CORPORATION
                            2006 STOCK INCENTIVE PLAN


     1.     Exercise of Option.  Subject to the provisions provided herein or in
            ------------------
the  Award  made  pursuant  to  the Southeastern Bank Financial Corporation 2006
Long-Term  Incentive Plan the Option may be exercised with respect to all or any
portion  of  the  vested  Option Shares at any time during the Option Period by:

          (a)     the  delivery  to  the  Bank,  at  its  principal  place  of
     business,  of  a  written  notice  of  exercise  in  substantially the form
     attached hereto as Exhibit 1, which shall be actually delivered to the Bank
                        ------- -
     no  earlier  than  thirty  (30)  days and no later than ten (10) days prior
     to  the  date upon which Optionee desires to exercise all or any portion of
     the  Option;

          (b)     payment  to the  Bank of the  Exercise Price multiplied by the
     number  of Option Shares being purchased (the "Purchase Price") as provided
     in  Section  3;  and

          (c)     satisfaction  of the withholding tax obligations under Section
     2, if  applicable.

          (d)     Notwithstanding  any  other  provision  of  this Award, in the
     event  that  the  capital  of the Bank falls below the minimum requirements
     determined  by the primary federal regulator of the Bank (the "Regulator"),
     the  Regulator  may direct the Bank to require the Optionee to exercise, or
     otherwise  forfeit,  the Option in whole or in part. If the Regulator gives
     such  direction,  the  Bank will notify the Optionee within forty-five (45)
     days  from  the  date  the  Regulator notifies the Bank in writing that the
     Optionee  must  exercise,  or  otherwise forfeit, the Option in whole or in
     part.  If  the Optionee does not exercise the Option in accordance with the
     Bank's  direction within twenty-one (21) days of the Bank's notification to
     the Optionee, the Committee may provide for the cancellation of the Option.

Upon  acceptance  of  such notice and receipt of payment in full of the Purchase
Price  and,  if  applicable,  any  withholding taxes, the Bank shall cause to be
issued  a  certificate  representing  the  Option  Shares  purchased.

     2.     Withholding.  To  the  extent  the  Option  is  deemed  to  be  a
            -----------
Non-statutory  Stock  Option  in accordance with Section 18 hereof, the Optionee
must  satisfy his federal, state and local, if any, withholding taxes imposed by
reason  of  the  exercise  of  the  Option either by paying to the Bank the full
amount  of  the withholding obligation (a) in cash; (b) by electing, irrevocably
and in writing in substantially the form of Exhibit 2 (a "Withholding Election")
                                            ------- -
to  (i)  tender shares of Common Stock which have been owned by the Optionee for
at least six (6) months prior to the date of exercise having a Fair Market Value
equal  to  the withholding obligation; or (ii) have the smallest number of whole
shares  of  Common Stock withheld by the Bank which, when multiplied by the Fair
Market  Value  of  the  Common  Stock as of the date the Option is exercised, is
sufficient  to  satisfy  the  amount  of  minimum  required  withholding  tax
obligations;  or  (c)  by  any  combination  of  the above.  Optionee may make a
Withholding  Election  only  if  the  following  conditions  are  met:

          (i)     the  Withholding  Election  is 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 Bank a properly completed
     Notice  of Withholding in substantially the form attached hereto as Exhibit
                                                                         -------
     2;  and
     -


<PAGE>
          (ii)     any  Withholding  Election  will be irrevocable; however, the
     Committee may, in its sole discretion, disapprove and give no effect to the
     Withholding  Election.

     3.     Purchase Price.  Payment of the Purchase Price for all Option Shares
            --------------
          purchased pursuant to the exercise of an Option shall be made:

          (a)     in cash  or  certified  check;

          (b)     by  tendering  previously acquired shares of Common Stock held
     for  no  less  than  six  (6)  months  having  a Fair Market Value equal to
     the  Purchase  Price;

          (c)     any  combination  of  (a)  or  (b);  or

          (d)     by receipt of the Purchase Price in cash from a broker, dealer
     or  other  "creditor"  as  defined  by  Regulation T issued by the Board of
     Governors  of the Federal Reserve System following delivery by the Optionee
     to  the  Committee  of  instructions  in a form acceptable to the Committee
     regarding  delivery to such broker, dealer or other creditor of that number
     of Option Shares with respect to which the Option is exercised.

     4.     Rights  as Shareholder.  Until the stock certificates reflecting the
            ----------------------
Option Shares accruing to the Optionee upon exercise of the Option are issued to
the Optionee, the Optionee shall have no rights as a shareholder with respect to
such  Option  Shares.  The  Bank  shall  make no adjustment for any dividends or
distributions  or other rights on or with respect to Option Shares for which the
record  date  is  prior to the issuance of that stock certificate, except as the
Plan  or  the  attached  Award  otherwise  provides.

     5.     Restriction  on Transfer of Option and of Option Shares.  The Option
            -------------------------------------------------------
evidenced  hereby  is  nontransferable other than by will or the laws of descent
and  distribution  and  shall be exercisable during the lifetime of the Optionee
only  by  the  Optionee  (or  in  the  event  of his Disability, by his personal
representative)  and after his death, only by his legatee or the executor of his
estate.

     6.     Changes  in  Capitalization.
            ---------------------------

          (a)     In  the  event  of  any  change  in  corporate capitalization,
     including,  but  not  limited  to,  a  stock  dividend or stock split, or a
     corporate  transaction,  such  as  any  merger,  consolidation, separation,
     including  a  spin-off,  or  other distribution of stock or property of the
     Bank,  any  reorganization (whether or not such reorganization comes within
     the  definition  of such term in Section 368 of the Code) or any partial or
     complete liquidation of the Bank, the Committee shall make an adjustment in
     the  number  and class of Option Shares, with a corresponding adjustment to
     the  Exercise  Price  (where  appropriate),  as  may  be  determined  to be
     appropriate  and  equitable  by  the  Committee, in its sole discretion, to
     prevent  dilution  or  enlargement  of rights. To the extent not previously
     exercised  or  settled, the Option shall terminate immediately prior to the
     dissolution  or  liquidation  of  the  Bank.

          (b)     In  the  event  that  the  Bank  is  a  party  to  a merger or
     other  reorganization,  the  Option  shall  be  subject to the agreement of
     merger  or  reorganization.  Such  agreement  shall  provide  for:

               (i)     The  continuation  of the Option by the Bank, if the Bank
          is  a  surviving  corporation;

               (ii)    The assumption of the Option by the surviving corporation
          or  its  parent  or  subsidiary;


<PAGE>
               (iii)   The  substitution  by  the  surviving  corporation or its
          parent  or  subsidiary  of  its  own  award  for  the  Option;  or

               (iv)    Settlement  of  the  full  value of the Option in cash or
          cash  equivalents  followed  by  cancellation  of  the  Option.

          (c)     The  existence  of the Plan and the Option granted pursuant to
     this  Award  shall  not  affect  in  any way the right or power of the Bank
     to  make  or  authorize any adjustment, reclassification, reorganization or
     other  change  in  its  capital  or  business  structure,  any  merger  or
     consolidation  of  the  Bank, any issue of debt or equity securities having
     preferences or priorities as to the Common Stock or the rights thereof, the
     dissolution  or liquidation of the Bank, any sale or transfer of all or any
     part  of  its business or assets, or any other corporate act or proceeding.
     Any  adjustment  pursuant  to  this Section may provide, in the Committee's
     discretion,  for the elimination without payment therefor of any fractional
     shares  that  might  otherwise  become  subject  to  any  Option.

     7.     Special Limitation on Exercise.  No purported exercise of the Option
            ------------------------------
shall  be effective without the approval of the Committee, which may be withheld
to  the  extent  that  the  exercise,  either  individually  or in the aggregate
together  with  the  exercise of other previously exercised stock options and/or
offers  and  sales pursuant to any prior or contemplated offering of securities,
would, in the sole and absolute judgment of the Committee, require the filing of
a  registration  statement  with  the  United  States  Securities  and  Exchange
Commission  or  with  the securities commission of any state.  If a registration
statement  is  not  in effect under the Securities Act of 1933 or any applicable
state  securities  law  with  respect  to  shares of Common Stock purchasable or
otherwise  deliverable  under  the Option, the Optionee (a) shall deliver to the
Bank,  prior  to the exercise of the Option or as a condition to the delivery of
Common  Stock  pursuant  to  the  exercise  of  an  Option,  such  information,
representations  and  warranties as the Bank may reasonably request in order for
the  Bank to be able to satisfy itself that the Option Shares are being acquired
in  accordance  with  the  terms  of an applicable exemption from the securities
registration  requirements  of  applicable federal and state securities laws and
(b) shall agree that the shares of Common Stock so acquired will not be disposed
of except pursuant to an effective registration statement, unless the Bank 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
law.

     8.     Legend  on  Stock  Certificates.  Certificates evidencing the Option
            -------------------------------
Shares, to the extent appropriate at the time, shall have noted conspicuously on
the  certificates  a  legend  intended  to  give  all persons full notice of the
existence  of  the  conditions,  restrictions,  rights and obligations set forth
herein  and  in  the  Plan.

     9.     Governing  Laws.  This  Award  and the Terms and Conditions shall be
            ---------------
construed,  administered  and  enforced  according  to  the laws of the State of
Georgia; provided, however, the Option may not be exercised except in compliance
with exemptions available under applicable state securities laws of the state in
which  the  Optionee  resides  and/or  any  other  applicable  securities  laws.

     10.     Successors.  This  Award  and  the  Terms  and  Conditions shall be
             ----------
binding  upon  and  inure  to  the  benefit of the heirs, legal representatives,
successors  and  permitted  assigns  of  the  Optionee  and  the  Bank.

     11.     Notice.  Except  as  otherwise  specified  herein,  all notices and
             ------
other communications under this Award shall be in writing and shall be deemed to
have  been  given  if personally delivered or if sent by registered or certified
United  States mail, return receipt requested, postage prepaid, addressed to the
proposed  recipient  at  the last known address of the recipient.  Any party may
designate  any  other address to


<PAGE>
which notices shall be sent by giving notice of the address to the other parties
in  the  same  manner  as  provided  herein.

     12.     Severability.  In  the event that any one or more of the provisions
             ------------
or  portion  thereof contained in the Award and these Terms and Conditions shall
for  any  reason be held to be invalid, illegal or unenforceable in any respect,
the  same  shall  not invalidate or otherwise affect any other provisions of the
Award  and  these  Terms  and  Conditions,  and  the  Award  and these Terms and
Conditions  shall  be  construed  as  if  the  invalid, illegal or unenforceable
provision  or  portion  thereof  had  never  been  contained  herein.

     13.     Entire Agreement.  Subject to the terms and conditions of the Plan,
             ----------------
the  Award  and the Terms and Conditions express the entire understanding of the
parties  with  respect  to  the  Option.

     14.     Violation.  Except  as provided in Section 5, any transfer, pledge,
             ---------
sale, assignment, or hypothecation of the Option or any portion thereof shall be
a violation of the terms of the Award or these Terms and Conditions and shall be
void  and  without  effect.

     15.     Headings  and  Capitalized Terms.  Section headings used herein are
             --------------------------------
for  convenience of reference only and shall not be considered in construing the
Award  or  these Terms and Conditions.  Capitalized terms used, but not defined,
in  either  the  Award  or  the  Terms and Conditions shall be given the meaning
ascribed  to  them  in  the  Plan.

     16.     Specific  Performance.  In  the  event  of any actual or threatened
             ---------------------
default  in,  or  breach  of, any of the terms, conditions and provisions of the
Award  and  these  Terms  and  Conditions,  the party or parties who are thereby
aggrieved  shall  have  the  right  to  specific  performance  and injunction in
addition  to  any and all other rights and remedies at law or in equity, and all
such  rights  and  remedies  shall  be  cumulative.

     17.     No  Right to Continued Retention.  Neither the establishment of the
             --------------------------------
Plan  nor  the award of Option Shares hereunder shall be construed as giving the
Optionee  the  right  to  continued  employment  with the Bank or any Affiliate.

     18.     Qualified  Status  of  Option.  The  aggregate  Fair  Market  Value
             -----------------------------
(determined  as  of the date an Incentive Stock Option is granted) of the Option
Shares  which  become exercisable for the first time by an individual during any
calendar  year  shall  not  exceed  $100,000.  If  the  foregoing  limitation is
exceeded  with  respect to any portion of the Option Shares, that portion of the
Option  Shares  which  cause the limitation to be exceeded shall be treated as a
Non-statutory  Stock  Option.


<PAGE>
                                    EXHIBIT 1
                                    ---------

                              NOTICE OF EXERCISE OF
                            STOCK OPTION TO PURCHASE
                                 COMMON STOCK OF
                     SOUTHEASTERN BANK FINANCIAL CORPORATION

                              Name
                                  ---------------------------------
                              Address
                                      -----------------------------

                              -------------------------------------
                              Date
                                   --------------------------------

Southeastern Bank Financial Corporation
3530 Wheeler Road
Augusta, GA 30919
Attn: Chief Executive Officer

Re:  Exercise of Incentive Stock Option

Gentlemen:

     Subject  to  acceptance  hereof  by Southeastern Bank Financial Corporation
(the  "Bank")  and pursuant to the provisions of the Southeastern Bank Financial
Corporation  2006 Long-Term Incentive Plan (the "Plan"), I hereby give notice of
my  election to exercise options granted to me to purchase ______________ shares
of Common Stock of the Bank under the Incentive Stock Option Award (the "Award")
dated as of ____________.  The purchase shall take place as of __________, 200__
(the  "Exercise  Date").

     On or before the Exercise Date, I will pay the applicable purchase price as
follows:


          [ ]  by  delivery of  cash  or a  certified check for $___________ for
               the full purchase price payable to the order of Southeastern Bank
               Financial  Corporation.

          [ ]  by delivery  of  previously  owned  shares  of  Common Stock held
               no  less  than six (6) months having a Fair Market Value equal to
               the  purchase  price.

          [ ]  by  delivery  of  the  purchase price by _____________________, a
               broker,  dealer  or  other  "creditor" as defined by Regulation T
               issued by the Board of Governors of the Federal Reserve System. I
               hereby  authorize  the  Bank to issue a stock certificate for the
               number  of  shares  indicated  above  in the name of said broker,
               dealer  or other creditor or its nominee pursuant to instructions
               received  by  the  Bank  and  to  deliver  said stock certificate
               directly  to  that  broker,  dealer or other creditor (or to such
               other  party  specified  in the instructions received by the Bank
               from  the  broker,  dealer or other creditor) upon receipt of the
               purchase  price.  Note: This choice is available only if and when
               the  Common  Stock  becomes  traded  by  brokers.

     The  required federal, state, and local income tax withholding obligations,
if  any,  on  the  exercise of the Award shall be paid on or before the Exercise
Date in cash or with previously owned shares of Common Stock, as provided in the
Award, or in the manner provided in the Withholding Election previously tendered
or  to  be  tendered  to  the  Bank  no  later  then  the  Exercise  Date.


<PAGE>
     As  soon  as the stock certificate is registered in my name, please deliver
it  to  me  at  the  above  address.

     If  the  Common  Stock being acquired is not registered for issuance to and
resale  by  the Optionee pursuant to an effective registration statement on Form
S-8  (or successor form) filed under the Securities Act of 1933, as amended (the
"1933  Act"),  I hereby represent, warrant, covenant, and agree with the Bank as
follows:

     The  shares  of  the  Common  Stock  being  acquired by me will be acquired
     for  my own account without the participation of any other person, with the
     intent of holding the Common Stock for investment and without the intent of
     participating,  directly  or  indirectly,  in  a distribution of the Common
     Stock  and  not  with  a  view  to,  or  for resale in connection with, any
     distribution  of  the  Common Stock, nor am I aware of the existence of any
     distribution  of  the  Common  Stock;

     I  am  not  acquiring  the  Common  Stock  based  upon  any representation,
     oral  or  written,  by  any  person with respect to the future value of, or
     income  from,  the  Common Stock but rather upon an independent examination
     and  judgment  as  to  the  prospects  of  the  Bank;

     The  Common  Stock  was not offered to me by means of publicly disseminated
     advertisements  or  sales  literature, nor am I aware of any offers made to
     other  persons  by  such  means;

     I  am  able  to  bear  the  economic  risks of the investment in the Common
     Stock,  including  the  risk  of  a complete loss of my investment therein;

     I  understand  and  agree  that  the  Common  Stock will be issued and sold
     to me without registration under any state law relating to the registration
     of  securities  for  sale,  and  will be issued and sold in reliance on the
     exemptions  from registration under the 1933 Act, provided by Sections 3(b)
     and/or  4(2)  thereof and the rules and regulations promulgated thereunder;

     The  Common  Stock  cannot  be  offered for sale, sold or transferred by me
     other than pursuant to: (A) an effective registration under the 1933 Act or
     in  a  transaction  otherwise  in  compliance  with  the  1933 Act; and (B)
     evidence  satisfactory  to  the  Bank  of  compliance  with  the applicable
     securities  laws of other jurisdictions. The Bank shall be entitled to rely
     upon  an  opinion  of counsel satisfactory to it with respect to compliance
     with  the  above  laws;

     The  Bank  will  be  under  no  obligation  to register the Common Stock or
     to comply with any exemption available for sale of the Common Stock without
     registration  or  filing,  and  the  information or conditions necessary to
     permit  routine  sales  of  securities of the Bank under Rule 144 under the
     1933  Act  are not now available and no assurance has been given that it or
     they  will  become available. The Bank is under no obligation to act in any
     manner  so  as to make Rule 144 available with respect to the Common Stock;

     I  have  and  have  had  complete  access  to and the opportunity to review
     and  make  copies  of all material documents related to the business of the
     Bank,  including,  but not limited to, contracts, financial statements, tax
     returns, leases, deeds and other books and records. I have examined such of
     these  documents  as I wished and am familiar with the business and affairs
     of  the  Bank.  I  realize  that  the  purchase  of  the  Common Stock is a
     speculative investment and that any possible profit therefrom is uncertain;


<PAGE>
     I  have  had  the  opportunity  to  ask  questions  of  and receive answers
     from  the  Bank  and  any  person  acting  on  its behalf and to obtain all
     material  information reasonably available with respect to the Bank and its
     affairs.  I have received all information and data with respect to the Bank
     which  I have requested and which I have deemed relevant in connection with
     the  evaluation  of  the  merits  and  risks  of my investment in the Bank;

     I  have  such  knowledge  and  experience in financial and business matters
     that I am capable of evaluating the merits and risks of the purchase of the
     Common  Stock  hereunder  and  I  am able to bear the economic risk of such
     purchase;  and

     The agreements, representations, warranties and covenants made by me herein
     extend  to  and  apply  to all of the Common Stock of the Bank issued to me
     pursuant  to  this  Award. Acceptance by me of the certificate representing
     such  Common  Stock  shall  constitute  a  confirmation by me that all such
     agreements,  representations, warranties and covenants made herein shall be
     true  and  correct  at  that  time.

     I  understand that the certificates representing the shares being purchased
by  me  in  accordance  with  this  notice  shall bear a legend referring to the
foregoing  covenants,  representations  and  warranties  and  restrictions  on
transfer,  and  I  agree  that  a  legend  to  that  effect may be placed on any
certificate which may be issued to me as a substitute for the certificates being
acquired  by  me  in  accordance  with  this  notice.  I further understand that
capitalized  terms used in this Notice of Exercise without definition shall have
the  meanings  given  to  them  in  the  Award  or  in  the Plan, as applicable.

     Very truly yours,


     -------------------------------------------

AGREED TO AND ACCEPTED:

SOUTHEASTERN  BANK  FINANCIAL  CORPORATION

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

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

Number of Shares
Exercised:
          ---------------------------

Number of Shares
Remaining:                                 Date:
           --------------------------           ---------------------------


<PAGE>
                                    EXHIBIT 2
                                    ---------

                         NOTICE OF WITHHOLDING ELECTION
                     SOUTHEASTERN BANK FINANCIAL CORPORATION
                            2006 STOCK INCENTIVE PLAN


TO:
        --------------------------------

FROM:
        --------------------------------

RE:     Withholding Election


This  election  relates  to the Option identified in Paragraph 3 below. I hereby
certify  that:

(1)  My correct  name  and social security number and my current address are set
     forth  at  the  end  of  this  document.

(2)  I am (check  one,  whichever  is  applicable).

     [ ]  the  original  recipient  of  the  Option.

     [ ]  the  legal  representative  of the estate of the original recipient of
          the  Option.

     [ ]  a  legatee  of  the  original  recipient  of  the  Option.

     [ ]  the  legal  guardian  of  the  original  recipient  of  the Option.

(3)  The Option to which this election relates was issued under the Southeastern
     Bank  Financial  Corporation  2006 Long-Term Incentive Plan (the "Plan") in
     the  name  of  _________________________  for  the  purchase  of a total of
     _______________  shares  of Common Stock of the Bank. This election relates
     to  _______________  shares  of  Common Stock issuable upon exercise of the
     Option,  provided  that the numbers set forth above shall be deemed changed
     as  appropriate  to  reflect  the  applicable  Plan  provisions.

(4)  In connection  with  any  exercise of the Option with respect to the Common
     Stock,  I  hereby  elect:

     [ ]  to  have  certain  of  the  shares  otherwise issuable pursuant to the
          exercise  withheld  by the Bank for the purpose of having the value of
          the  shares  applied  to  pay federal, state, and local, if any, taxes
          arising  from  the  exercise.

     [ ]  to  tender  shares of Common Stock held by me for a period of at least
          six  (6) months prior to the exercise of the Option for the purpose of
          having  the  value  of  the  shares  applied  to  pay  such  taxes.

     The  shares  to  be  withheld  or  tendered,  as applicable, shall have, as
     of  the  Tax  Date applicable to the exercise, a Fair Market Value equal to
     the minimum statutory tax withholding requirement under federal, state, and
     local  law  in  connection  with  the  exercise.


<PAGE>
(5)  This Withholding  Election  is  made  no  later  than  the  Tax Date and is
     otherwise  timely  made  pursuant  to  the  Plan.

(6)  I understand  that this Withholding Election may not be revised, amended or
     revoked  by  me.

(7)  The Plan  has  been  made  available  to  me  by  the Bank. I have read and
     understand  the  Plan  and  I  have  no  reason  to believe that any of the
     conditions  to  the  making of this Withholding Election have not been met.

(8)  Capitalized  terms  used  in  this  Notice  of Withholding Election without
     definition  shall  have  the meanings given to them in the Option or in the
     Plan,  as  applicable.


Dated:
       -------------------------        ----------------------------------------
                                        Signature

--------------------------------        ----------------------------------------
Social Security Number                  Name (Printed)

                                        ----------------------------------------
                                        Street Address

                                        ----------------------------------------
                                        City, State, Zip Code


<PAGE>
                                   SCHEDULE 1
                                VESTING SCHEDULE
                          INCENTIVE STOCK OPTION AWARD
                             ISSUED PURSUANT TO THE
                     SOUTHEASTERN BANK FINANCIAL CORPORATION
                            2006 STOCK INCENTIVE PLAN


A.   The Option Shares shall become vested Option Shares following completion of
     the years of service as an employee of the Bank or any Parent or Subsidiary
     as  indicated  in  the  schedule  below.

       -----------------------------------------------------------------
             Percentage of Option Shares     Years of Service After
               Which are Vested Shares           the Grant Date
       -----------------------------------------------------------------

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B.   Upon the  occurrence  of a Change in Control, unless otherwise specifically
     prohibited  under  Applicable  Laws,  the  Option  shall become immediately
     exercisable,  and  shall  remain  exercisable throughout the Option Period.

C.   For purposes  of  the Vesting Schedule, Optionee shall be granted a year of
     service  for  each twelve-consecutive-month period following the Grant Date
     during  which  Optionee continues, at all times, as an employee of the Bank
     or  any Affiliate. No credit will be given for completion of a partial year
     of  service  and  no period of time following the Optionee's termination of
     employment with the Bank (including all Affiliates) shall count towards the
     vesting  of  Option  Shares.