Exhibit 10.1
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                     SOUTHEASTERN BANK FINANCIAL CORPORATION
                          2006 LONG-TERM INCENTIVE PLAN

     1.     Establishment,  Purpose,  Types  of  Awards  and  Duration.

          1.1.     Establishment.  Southeastern  Bank  Financial  Corporation, a
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corporation  organized  and  existing  under  the  laws  of the State of Georgia
(hereinafter  called  the "Bank"), hereby establishes a long-term incentive plan
for  key  employees,  officers,  directors and independent contractors providing
material  services to the Bank, as described herein, which shall be known as the
"2006  Long-Term  Incentive  Plan"  (the  "Plan").

          1.2.     Purpose.  The  purpose  of the Plan is to enhance stockholder
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investment  by  attracting,  retaining  and  motivating key employees, officers,
directors  and  independent  contractors  of  the  Bank,  and to encourage stock
ownership  by  such  persons  by  providing  them  with  a  means  to  acquire a
proprietary  interest  in  the  Bank's  success,  and  to align the interests of
management  with  those  of  stockholders.

          1.3.     Types  of  Awards.  The  Plan  permits  the  granting  of the
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following  types  of  awards  ("Awards"):

                   -    Non-statutory  Stock  Options.
                   -    Incentive  Stock  Options.
                   -    Restricted  Stock.
                   -    Performance  Shares.

          1.4.     Duration.  The Plan shall become effective on the date of its
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approval  by the Board of Directors of the Bank (the "Effective Date"); provided
that this Plan will be submitted to the Bank's stockholders for approval, and if
not  approved  by  the  stockholders  in  accordance  with  Applicable  Laws (as
determined  by  the  Committee in its discretion) within twelve (12) months from
the Effective Date, this Plan and any Awards shall be null, void and of no force
and  effect.  Awards  granted  under this Plan prior to approval of this Plan by
the  stockholders shall be granted subject to such approval, and no Shares shall
be  distributed  before  such approval.  The Plan shall remain in effect, unless
sooner terminated by the Board of Directors pursuant to Article 13 hereof, until
March  8,  2016;  provided that Incentive Stock Options may not be granted under
the  Plan  after  March  7,  2016.

     2.     Definitions.  In  this  Plan,  except  where  the  context otherwise
indicates,  the  following  definitions  shall  apply:

          2.1.     "Affiliate"  means,  with  respect  to any Person (as defined
below),  any  other Person that directly or indirectly controls or is controlled
by  or  under  common  control  with  such  Person.  For  the  purposes  of this
definition,  "control,"  when  used  with  respect  to  any  Person,  means  the
possession,  direct  or  indirect,  of  the  power  to  direct  or


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cause  the  direction of the management and policies of such Person or the power
to  elect  directors,  whether  through  the  ownership of voting securities, by
contract  or  otherwise;  and  the  terms  "affiliated,"  "controlling"  and
"controlled"  have  meanings  correlative  to  the  foregoing.

          2.2.     "Applicable Law" means the legal requirements relating to the
administration  of  the  Plan  under applicable U.S. federal and state laws, the
Code,  any  applicable  stock  exchange  or  automated quotation system rules or
regulations, as such laws, rules, regulations and requirements shall be in place
from  time  to  time.

          2.3.     "Award"  means,  individually  or collectively, a grant under
this  Plan  of  Non-statutory Stock Options, Incentive Stock Options, Restricted
Stock  or  Performance  Shares.

          2.4.     "Award  Agreement"  means  any written document setting forth
the  terms of an Award that has been authorized by the Committee.  The Committee
shall  determine  the form or forms of documents to be used, and may change them
from  time  to  time  for  any  reason.

          2.5.     "Board"  means  the  Board  of  Directors  of  the  Bank.

          2.6.     "Bank"  means  Southeastern  Bank  Financial  Corporation,  a
corporation  organized  and  existing under the laws of the State of Georgia and
any  successor  as  provided  in  Section  16.5  hereof.

          2.7.     "Change  in  Control"  means  the  occurrence  of  any of the
following:

               (a)  when  any "person," as such term is used in Section 13(d) or
                    14(d)  of  the  Exchange  Act  (other  than  the Bank or any
                    subsidiary  or  any employee benefit plan of the Bank or any
                    subsidiary  (including  its  trustee)),  is  or  becomes the
                    "beneficial  owner"  (as  defined  in Rule 13d-3 promulgated
                    under  the  Exchange  Act),  directly  or  indirectly  of
                    securities  of the Bank representing twenty percent (20%) or
                    more  of the combined voting power of the Bank's outstanding
                    securities;

               (b)  any transaction or event relating to the Bank required to be
                    described  pursuant  to  the  requirements  of  Item 6(e) of
                    Schedule  14A  of  Regulation  14A  promulgated  under  the
                    Exchange  Act.

               (c)  when,  during any period of two consecutive years during the
                    existence of the Plan, the individuals who, at the beginning
                    of  such period, constitute the Board cease, for any reason,
                    to  constitute  at  least  a  majority  thereof,  unless the
                    election  or  the  nomination  for  election  by  the Bank's
                    stockholders  of  each  director  first  elected during such


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                    period  was approved by a vote of at least two-thirds of the
                    directors  then  still  in  office who were directors of the
                    Bank  at  the  beginning  of  any  such  period;  or

               (d)  any  transaction  requiring  stockholder  approval  for  the
                    acquisition  of the Bank by an entity other than the Bank or
                    any  subsidiary through purchase of assets, or by merger, or
                    otherwise.

          2.8.     "Code"  means  the Internal Revenue Code of 1986, as amended.

          2.9.     "Committee"  means  a  committee or subcommittee of the Board
appointed  by  the  Board  to  administer this Plan or to make and/or administer
specific  Awards  under  this Plan.   If no such appointment is in effect at any
time,  "Committee"  shall  mean  the  Board.

          2.10.     "Common  Stock"  means the Common Stock, par value $3.00 per
share,  of  the  Bank.

          2.11.     "Consultant"  means  any  person,  including  an  advisor or
counselor, who is engaged by the Bank or any Affiliate to render services and is
compensated  for  such  services.

          2.12.      "Covered  Employee"  means  any  key Employee who is or may
become  a  "Covered  Employee"  as defined in Section 162(m) of the Code, or any
successor  statute,  and  who is designated, either as an individual Employee or
class  of Employees, by the Committee within the shorter of (i) ninety (90) days
after  the beginning of the Performance Period, or (ii) when twenty-five percent
(25%)  of the Performance Period has elapsed, as a "Covered Employee" under this
Plan  for  such  applicable  Performance  Period.

          2.13.      "Date of Grant" means the date on which an Award is granted
under  this  Plan.

          2.14.     "Director" means any individual who is a member of the Board
or  who  is  a  member  of  the  board  of  directors  of  an  Affiliate.

          2.15.     "Disability"  or  "Disabled"  means  an  Eligible Person who

               (a)  is  unable  to engage in any substantial gainful activity by
                    reason  of  any  medically  determinable  physical or mental
                    impairment  which  can be expected to result in death or can
                    be expected to last for a continuous period of not less than
                    12  months,  or

               (b)  has,  by  reason  of  any medically determinable physical or
                    mental  impairments which can be expected to result in death
                    or  can  be  expected to last for a continuous period of not
                    less  than  12  months, received income replacement benefits
                    for  a  period  of


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                    not  less  than  3  months  under an accident or health plan
                    covering  employees  of  the  Bank.

          2.16.     "Effective  Date"  means  the  date described in Section 1.4
hereof.

          2.17.     "Eligible  Person"  means (a) any person who is an Employee,
(b)  any  person  who is hired to be an Employee, (c) any Non-Employee Director,
and (d) any independent contractor to the Bank or an Affiliate who is determined
by  the  Committee  to  render  key  services  to  the  Bank  or  an  Affiliate.

          2.18.     "Employee"  means  any person determined by the Committee to
be  an  employee  of  the  Bank  or  an  Affiliate.

          2.19.     "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          2.20.     "Fair  Market  Value"  means  as of any date, the value of a
Share  determined  as  follows:

               (a)  if  the  Shares are listed on any established stock exchange
                    or  a  national  market  system,  the Fair Market Value of a
                    Share  shall  be the closing sales price for such Shares (or
                    the  closing  bid,  if  no sales were reported) as quoted on
                    such  exchange  or  system on the day of, or the last market
                    trading  day prior to, the day of determination, as reported
                    in  the  Wall  Street  Journal  or  such other source as the
                    Committee  deems  reliable;

               (b)  if  the  Shares  are  regularly  quoted  by  a  recognized
                    securities  dealer  but selling prices are not reported, the
                    Fair  Market  Value  of the Shares shall be the mean between
                    the  high bid and the low asked prices for the Shares on the
                    day  of, or the last market trading day prior to, the day of
                    determination,  as  reported  in  the Wall Street Journal or
                    such  other  source  as  the  Committee  deems  reliable, or

               (c)  in  the absence of an established market for the Shares, the
                    Fair  Market  Value shall be determined in good faith by the
                    Committee  using  any  method or methods which the Committee
                    may  deem  appropriate.

          2.21.     "Incentive Stock Option" means an Option intended to qualify
as an incentive stock option under Section 422 of the Code, as designated in the
applicable  Award  Agreement.

          2.22.     "Non-Employee Director" means any member of the Bank's or an
Affiliate's  Board  of  Directors  or  Advisory Board of Directors who is not an
Employee.


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          2.23.     "Non-statutory Stock Option" means an Option not intended to
qualify  as  an  Incentive  Stock  Option, as designated in the applicable Award
Agreement.

          2.24.     "Option"  means  an  Award  granted pursuant to Article 6 of
this  Plan.

          2.25.     "Option  Period" means the period during which an Option may
be  exercised.

          2.26.     "Option  Price" means the price per Share at which an Option
may  be  exercised.

          2.27.     "Participant"  means  an Eligible Person who has received an
Award  hereunder.

          2.28.     "Performance-Based  Exception"  means  the performance-based
exception, set forth in Section 162(m)(4)(c) of the Code, from the deductibility
limitations  of  Section  162(m)  of  the  Code.

          2.29.     "Performance  Measures"  means  measures  as  described  in
Article 9 on which the performance goals are based and which are approved by the
Bank's  stockholders  pursuant  to  this Plan in order to qualify Awards for the
Performance-Based  Exception.

          2.30.     "Performance  Period"  has  the meaning set forth in Section
8.1  hereof.

          2.31.     "Performance  Shares"  means  an  Award  granted pursuant to
Article  8  of  this  Plan.

          2.32.     "Period  of  Restriction"  means the period during which the
transfer  of  Shares  of  Restricted  Stock is limited in some way (based on the
passage of time, the achievement of performance goals, or upon the occurrence of
other events as determined by the Committee, at its discretion), and such Shares
are  subject  to  a  substantial risk of forfeiture, as provided in Article 7 of
this  Plan.

          2.33.     "Person"  means,  unless  otherwise specially defined in the
Plan,  any natural person, association, trust, cooperative, corporation, general
partnership, joint venture, limited partnership, limited liability company, real
estate  investment  trust,  regulatory  body,  governmental  agency  or
instrumentality,  unincorporated  organization  or  organizational  entity.

          2.34.     "Plan"  means  the  Southeastern  Bank Financial Corporation
2006  Long-Term  Incentive  Plan,  as  amended  from  time  to  time.

          2.35.     "Qualifying  Performance Criteria" has the meaning set forth
in  Section  9.1.


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          2.36.     "Reporting Person" means as officer, Director or Ten-Percent
Stockholder of the Bank within the meaning of Rule 16a-2 under the Exchange Act,
who  is  required to file reports pursuant to Rule 16a-3 under the Exchange Act.

          2.37.     "Required  Withholding" has the meaning set forth in Article
14.

          2.38.     "Restricted  Stock"  means  Shares  subject  to restrictions
imposed pursuant to Article 8 of this Plan.

          2.39.     "Share"  means  a  share  of  Common  Stock.

          2.40.     "Ten-Percent  Stockholder" means a Participant who (applying
the  rules  of  Section  424(d) of the Code) owns stock possessing more than ten
percent  (10%) of the total combined voting power of all classes of stock of the
Bank  or  an  Affiliate.

     3.     Administration.

          3.1.     The  Committee.  The  Plan  shall  be  administered  by  the
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Committee,  except  that  any  action taken with respect to grants and awards of
securities  to  and  other acquisitions of securities by Reporting Persons under
the  Plan  shall  be  taken  by  the Committee only if all of the members of the
Committee  meet  the  definition  of  a  "non-employee  director"  under  Rule
16b-3(b)(3)  under the Exchange Act or if such grant, award or other acquisition
transaction  is otherwise structured to be exempt from the provisions of Section
16(b)  of  the  Exchange Act and the rules promulgated thereunder. If all of the
members  of the Committee are not "non-employee directors," such action shall be
taken by a committee or subcommittee of two (2) or more members, all of whom are
"non-employee  directors,"  or such transaction otherwise shall be structured to
be exempt from the provisions of Section 16(b) of the Exchange Act and the rules
promulgated  thereunder. Any action taken with respect to executive officers for
purposes  of  meeting  the  Performance-Based  Exception  shall  be taken by the
Committee  only  if  all of the members of the Committee are "outside directors"
within  the meaning of Code Section 162(m), subject to any applicable transition
rules  under Code Section 162(m). If all of the members of the Committee are not
"outside  directors,"  such action shall be taken by a committee or subcommittee
of  two  (2)  or  more  members,  all  of  whom  are  "outside  directors."

          3.2.     Authority  of  the Committee. Except as limited by law, or by
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the  Articles  of  Incorporation  or  Bylaws  of  the  Bank,  and subject to the
provisions  hereof,  the  Committee  shall  have full power to do the following:

               (a)  designate  the Eligible Persons who shall participate in the
                    Plan;

               (b)  determine  the  sizes, types, terms and provisions of Awards
                    in  a  manner  consistent  with  the  Plan;

               (c)  construe  and  interpret  the  Plan  and  any  agreement  or
                    instrument  entered  into  under  the  Plan;


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               (d)  establish,  amend,  or  waive  rules and regulations for the
                    Plan's  administration;

               (e)  delegate  to  the  chief  executive  officer of the Bank the
                    power  to  grant  Options and Restricted Shares from time to
                    time  to specified categories of Eligible Persons in amounts
                    and  on  terms  to  be  specified  by  the  Committee;

               (f)  delegate  to  officers, employees or independent contractors
                    of  the Bank matters involving the routine administration of
                    the  Plan  and  which  are  not specifically required by any
                    provision  of this Plan of to be performed by the Committee;
                    and

               (g)  subject to the provisions of Article 13, amend the terms and
                    provisions of any outstanding Award to the extent such terms
                    and provisions are within the discretion of the Committee as
                    provided  in the Plan, including, without limitation, (i) to
                    accelerate  the  exercisability  (including  exercisability
                    within  a  period  of less than six months after the Date of
                    Grant)  of,  and  to  accelerate  or waive any or all of the
                    terms and conditions pplicable to, any Award or any group of
                    Awards  for  any  reason  and  at  any  time,  including  in
                    connection with a Participant ceasing to provide services to
                    the  Bank  or  an  Affiliate  or  otherwise ceasing to be an
                    Eligible  Person,  provided  that  any  such  waiver  or
                    acceleration  shall  be  consistent  with  Article  12; (ii)
                    subject  to  Articles 6.4 and 6.8, to extend the time during
                    which  any  Award  or  group of Awards may be exercised; and
                    (iii) to make such adjustments or modifications to Awards to
                    Participants  who  are  working outside the United States as
                    are  advisable  to  fulfill  the  purposes of the Plan or to
                    comply  with  applicable  local  law.

The  Committee  shall  make all other decisions relating to the operation of the
Plan,  and  all other determinations which may be necessary or advisable for the
administration  of  the Plan.  The Board may also authorize one or more officers
of  the  Bank  to  designate Employees to receive Awards and/or to determine the
number  of  such  Awards to be received by such persons; provided, however, that
the  Board  shall  specify  the total number of Awards that such officers may so
award.

          3.3.     Decisions  Binding.  All determinations and decisions made by
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the  Committee pursuant to the provisions of the Plan shall be final, conclusive
and  binding  on  all  persons, including the Bank, its stockholders, Employees,
Participants,  and  their  estates  and  beneficiaries.


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          3.4.     No  Liability;  Indemnification.  Neither  the  Board  or any
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Committee  member,  nor  any  Person acting at the direction of the Board or the
Committee,  shall  be liable for any act, omission, interpretation, construction
or  determination  made in good faith with respect to the Plan, any Award or any
Award  Agreement.  The Bank and its Affiliates shall pay or reimburse any member
of  the  Committee,  as  well  as any Director, Employee or Consultant who takes
action  in  connection  with the Plan, for all expenses incurred with respect to
the  Plan, and to the full extent allowable under Applicable Law shall indemnify
each  and  every  one  of them for any claims, liabilities, and costs (including
reasonable  attorney's  fees)  arising  out  of  their good faith performance of
duties  under  the  Plan.  The  Bank  and  its  Affiliates  may obtain liability
insurance  for  this  purpose.

     4.     Eligibility.

          4.1.     Grant  of  Awards.  Awards  may be granted or awarded only to
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Eligible  Persons.

          4.2.     General  Rule.  Incentive Stock Options may only be issued to
                   --------------
Employees.  Incentive  Stock  Options may be granted to officers or Directors of
the  Bank  or  an  Affiliate, provided they are also Employees of the Bank or an
Affiliate.  Payment  of  a  Director's fee shall not be sufficient to constitute
employment  by  the  Bank or an Affiliate.  Incentive Stock Options shall not be
granted  under  this  Plan  to  any  Employee if such grant would result in such
Employee  holding  the  right to exercise for the first time in any one calendar
year,  under  all  Incentive  Stock Options granted under this Plan or any other
plan  maintained  by  the  Bank, with respect to Shares having an aggregate Fair
Market  Value,  determined as of the date of the Option is granted, in excess of
$100,000.  Should  it be determined that an Incentive Stock Option granted under
this Plan exceeds such maximum for any reason other than a failure in good faith
to  value  the  Shares subject to such option, the excess portion of such Option
shall  be  considered  a Non-statutory Stock Option.  To the extent the Employee
holds  two  (2) or more such Options which become exercisable for the first time
in  the  same  calendar  year, the foregoing limitation on the exercisability of
such  Options  as  Incentive  Stock  Options under the federal tax laws shall be
applied on the basis of the order in which such Options are granted. If, for any
reason, an entire Option does not qualify as an Incentive Stock Option by reason
of exceeding such maximum, such Option shall be considered a Non-statutory Stock
Option.

          4.3.     Limits  on  Awards.  Over  any  period  of  three consecutive
                   -------------------
calendar  years,  no  Participant  may  receive  Awards that relate to more than
50,000  Shares.  The  Committee  will adjust this limitation pursuant to Section
5.3  below.

          4.4.     Replacement Awards. Subject to Applicable Laws (including any
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associated  stockholder  approval  requirements), the Committee may, in its sole
discretion  and  upon such terms as it deems appropriate, require as a condition
of  the  grant  or  an Award to a Participant that the Participant surrender for
cancellation  some or all of the Awards that have previously been granted to the
Participant under this Plan or otherwise. An Award that is conditioned upon such
surrender  may  or  may  not  be  the  same  type  of


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Award,  may  cover  the  same  (or a lesser or greater) number of Shares as such
surrendered  Award,  may  have other terms that are determined without regard to
the  terms  or  conditions  or such surrendered Award, and may contain any other
terms  that  the  Committee  deems  appropriate.

     5.     Stock  Subject  to  Plan.

          5.1.     Shares Reserved. Subject to adjustment as provided in Section
                   ----------------
of this Plan, the maximum number of Shares that may be issued under this Plan or
pursuant  to  Awards  made  under  this  Plan  is  250,000  Shares.

          5.2.     Lapsed  Awards.  If  any Award granted hereunder is canceled,
                   ---------------
terminates,  expires  or lapses for any reason, any Shares subject to such Award
shall  again  be  available  for  the  grant  of  an  Award  under  the  Plan.

          5.3.     Adjustments  in  Authorized  Shares.
                   -----------------------------------

               (a)  In the event of any change in corporate capitalization, such
                    as  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, such adjustment shall be made in
                    the  number and class of Shares reserved under the Plan, and
                    in  the  number,  class  and  price  of  Shares  subject  to
                    outstanding  Awards  granted  under  the  Plan,  as  may  be
                    determined to be appropriate and equitable by the Committee,
                    in  its  sole discretion, to prevent dilution or enlargement
                    of  rights;  provided,  however,  that  the number of Shares
                    subject  to  any  Award  shall  always  be  a  whole number.

               (b)  To  the  extent not previously exercised or settled, Options
                    shall  terminate  immediately  prior  to  the dissolution or
                    liquidation  of  the  Bank.

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

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

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

                   (iii) The  substitution by the  surviving  corporation or its
                         parent  or  subsidiary  of  its  own  awards  for  the
                         outstanding  Awards;


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                    (iv) To  the  extent  provided  for  in  Article  12,  full
                         exercisability,  lapsing  of  restrictions  and/or
                         accelerated  vesting  of  the  outstanding  Awards;  or

                    (v)  Settlement  of the full value of the outstanding Awards
                         in cash or cash equivalents followed by cancellation of
                         such  Awards.

               (d)  Except  as provided in this Section 5.3, a Participant shall
                    have no rights by reason of any subdivision or consolidation
                    of shares of stock of any class, the payment of any dividend
                    or any other increase or decrease in the number of shares of
                    stock of any class. Any issue by the Bank of shares of stock
                    of any class, or securities convertible into shares of stock
                    of  any class, shall not affect, and no adjustment by reason
                    thereof  shall be made with respect to, the number or Option
                    Price  or  grant  price  of  Shares subject to an Award. The
                    grant  of  an Award pursuant to the Plan shall not affect in
                    any  way the right or power of the Bank to make adjustments,
                    reclassifications, reorganizations or changes of its capital
                    or  business  structure,  to  merge  or  consolidate  or  to
                    dissolve, liquidate, sell or transfer all or any part of its
                    business  or  assets.

     6.     Stock  Options.

          6.1.     Grant of Options. Options granted under this Plan to Eligible
                   -----------------
Persons  shall be either Incentive Stock Options or Non-statutory Stock Options,
as  designated by the Committee; provided, however, that Incentive Stock Options
may  not  be  granted  to  Eligible  Persons  who  are  not  Employees.

          6.2.     Award Agreement. Each Option granted under this Plan shall be
                   ----------------
clearly  identified either as a Non-statutory Stock Option or an Incentive Stock
Option and shall be evidenced by an Award Agreement that specifies the terms and
conditions  of  the  grant. Options shall be subject to the terms and conditions
set forth in this Article 6 and such other terms and conditions not inconsistent
with  this  Plan  as  the  Committee  may  specify.

          6.3.     Option  Price.  The  Option  Price shall be determined by the
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Committee, subject to this Section 6.3. The Option Price for an Option shall not
be  less  than one hundred percent (100%) of the Fair Market Value of the Common
Stock  on  the  Date  of Grant. Notwithstanding the foregoing, in the case of an
Incentive  Stock  Option  granted  to  a  Participant  who  is  a  Ten  Percent
Stockholder, the Option Price shall not be less than one hundred and ten percent
(110%)  of  the  Fair  Market  Value  of  the Common Stock on the Date of Grant.

          6.4.     Term of Options. The Option Period shall be determined by the
                   ----------------
Committee  and  specifically set forth in the Agreement; provided, however, that
an  Option  shall not be exercisable after ten (10) years (five (5) years in the
case of an Incentive Stock Option granted to a Ten Percent Stockholder) from its
Date  of  Grant.

          6.5.     Restrictions  on  Transfer.  The  Committee  may  impose such
                   ---------------------------
restrictions  on  the transfer of Shares acquired pursuant to the exercise of an
Option


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granted  under  this  Article  as  it  may  deem  advisable,  including, without
limitation,  under  Applicable  Laws.

          6.6.     Exercise  of  Options. The Shares subject to an Option may be
                   ----------------------
purchased  in such installments and on such exercise dates as shall be set forth
in the Award Agreement. Any Shares not purchased on the applicable exercise date
may  be  purchased  thereafter  at any time prior to the final expiration of the
Option.  In  no  event shall any Option be exercised, in whole or in part, after
its  expiration  date.

          6.7.     Payment.  Options  shall  be  exercised  by the delivery of a
                   --------
written  notice of exercise to the Bank, setting forth the number of Shares with
respect  to which the Option is to be exercised, accompanied by full payment for
the Shares. The Option Price upon exercise of any Option shall be payable to the
Bank  either:  (a)  in  cash  or  its equivalent, or (b) by tendering previously
acquired  Shares  having  an aggregate Fair Market Value at the time of exercise
equal to the aggregate Option Price (provided that the Shares which are tendered
have  been  held  by  the Participant for at least six (6) months prior to their
tender to satisfy the Option Price), or (c) by a combination of (a) and (b). The
Committee  also  may  allow cashless exercise through a registered broker-dealer
pursuant  to  such cashless exercise procedures which are, subject to applicable
securities laws restrictions, deemed acceptable by the Committee or by any other
means  which  the  Committee determines to be consistent with the Plan's purpose
and  Applicable  Law.  As  soon  as  practicable  after  receipt  of  a  written
notification  of  exercise  and  full  payment,  the  Bank  shall deliver to the
Participant,  in  the  Participant's  name, Share certificates in an appropriate
amount  based  upon  the  number  of  Shares  purchased  under  the  Option(s).

          6.8.     Termination  of Service. Each Award Agreement with respect to
                   ------------------------
Options  granted  hereunder  shall set forth the extent to which the Participant
shall  have  the  right  to  exercise  the  Options following termination of the
Participant's  service with the Bank or its Affiliates, as the case may be. Such
provisions shall be determined in the sole discretion of the Committee, shall be
included  in  the  Award Agreement, need not be uniform among all Options issued
pursuant  to  this  Article,  may  reflect distinctions based on the reasons for
termination  of  service  and may include provisions relating to a Participant's
competition  with  the  Bank after termination of service. In that regard, if an
Award  Agreement  permits  exercise  of  an  Option  following  the death of the
Participant,  the  Award  Agreement  shall  provide  that  such  Option shall be
exercisable  to  the extent provided therein by any person that may be empowered
to  do so under the Participant's will or, if the Participant shall fail to make
a  testamentary  disposition  of the Option or shall have died intestate, by the
Participant's  executor  or  other  legal  representative.

          6.9.     Additional  Termination  Provisions  for  Incentive  Stock
                   ----------------------------------------------------------
Options.  No  Incentive Stock Option may be exercised more than three (3) months
-------
after  the  Participant's  termination  of  employment for any reason other than
Disability  or  death,  unless  (a) the Participant dies during such three-month
period,  and (b) the Award Agreement or the Committee permits later exercise. No
Incentive  Stock  Option  may  be  exercised  more  than  one  year  after  the
Participant's  termination  of  employment  on


<PAGE>
account  of  Disability,  unless  (a)  the Participant dies during such one year
period,  and (b) the Award Agreement and/or the Committee permit later exercise.

          6.10.     Nontransferability  of  Options.
                    --------------------------------

               (a)  Incentive  Stock  Options. No Incentive Stock Option granted
                    under  this  Article  may  be  sold,  transferred,  pledged,
                    assigned, or otherwise alienated or hypothecated, other than
                    by will or by the laws of descent and distribution. Further,
                    all  Incentive  Stock Options granted to a Participant shall
                    be  exercisable  during  his  or  her  lifetime only by such
                    Participant.

               (b)  Non-statutory Stock Options. Except as otherwise provided in
                    an  Award  Agreement,  no Non-statutory Stock Option granted
                    under  this  Article  may  be  sold,  transferred,  pledged,
                    assigned  or otherwise alienated or hypothecated, other than
                    by will or by the laws of descent and distribution. Further,
                    except as otherwise provided in an Award Agreement, all such
                    Options granted to a Participant shall be exercisable during
                    his  or  her  lifetime  only  by  such  Participant.

     7.     Restricted  Stock

          7.1.     Grant  of  Restricted  Stock.  Subject  to  the  terms  and
                   -----------------------------
conditions  of  this  Article,  and  to  such  other terms and conditions as the
Committee  may  determine, the Committee, at any time and from time to time, may
grant  Shares  of  Restricted  Stock  to Eligible Persons in such numbers as the
Committee  shall  determine.

          7.2.     Award  Agreement.  Each  Restricted  Stock  grant  shall  be
                   -----------------
evidenced  by  an  Award  Agreement  that shall specify the Period or Periods of
Restriction,  the  number  of Shares of Restricted Stock granted, and such other
provisions  as  the  Committee  shall  determine.

          7.3.     Transferability.  Except  as  provided  in  this Article, the
                   ----------------
Shares of Restricted Stock granted herein may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the applicable
Period  of  Restriction  established by the Committee and specified in the Award
Agreement, or upon earlier satisfaction of any other conditions, as specified by
the  Committee  in its sole discretion and set forth in the Award Agreement. All
rights  with respect to Restricted Stock granted to a Participant under the Plan
shall  be  available  during  his  or  her  lifetime  only  to such Participant.

          7.4.     Other  Restrictions. The Committee may impose such conditions
                   --------------------
or  restrictions  on any Shares or Restricted Stock granted pursuant to the Plan
as  it  may  deem  advisable  including,  without limitation, a requirement that
Participants  pay  a  certain purchase price for each Share of Restricted Stock,
restrictions  based  upon  the


<PAGE>
achievement  of  specific  performance  goals  (Bank-wide,  divisional,  or
individual),  time-based restrictions on vesting following the attainment of the
performance  goals and restrictions under Applicable Laws. The Bank shall retain
the  certificates  representing  Shares  of  Restricted  Stock  in  the  Bank's
possession until such time as all conditions and restrictions applicable to such
Shares  have  been satisfied. Except as otherwise provided in this Article or in
the  applicable  Award  Agreement,  or  as  otherwise required by law, Shares of
Restricted  Stock  shall become freely transferable by the Participant after the
last  day  of  the  Period  of  Restriction.

          7.5.     Voting Rights. During the Period of Restriction, Participants
                   --------------
owning  Shares  of  Restricted  Stock granted hereunder may exercise full voting
rights  with  respect  to  such  Shares.

          7.6.     Dividends  and  Other  Distributions.  During  the  Period of
                   -------------------------------------
Restriction,  Participants  owning  Shares of Restricted Stock granted hereunder
may  be credited with regular cash dividends paid with respect to the underlying
Shares  while they are so owned. The Committee may apply any restrictions to the
dividends  that  the Committee deems appropriate. In the event that any dividend
constitutes  a "derivative security" or an "equity security" pursuant to Section
16  under  the  Exchange Act, such dividend shall be subject to a vesting period
equal  to  the  remaining  vesting period of the Shares of Restricted Stock with
respect  to  which  the  dividend  is  paid.

          7.7.     Termination  of Service. Each Award Agreement with respect to
                   ------------------------
Restricted  Stock  granted  hereunder  shall  set  forth the extent to which the
Participant shall have the right to receive unvested Restricted Shares following
termination of the Participant's service with the Bank or its Affiliates, as the
case  may  be. Such provisions shall be determined in the sole discretion of the
Committee,  shall  be included in the Award Agreement, need not be uniform among
all  Shares  of  Restricted  Stock  issued  pursuant  to  the  Plan, may reflect
distinctions  based  on  the  reasons for termination of service and may include
provisions  relating  to  a  Participant's  competition  with  the  Bank  after
termination of service. In amplification but not limitation of the foregoing, in
the  case  of  an  Award  of  Restricted  Stock to an executive officer which is
intended  to  qualify  for the Performance- Based Exception, the Award Agreement
may  provide  that  such  Restricted  Stock may become payable in the event of a
termination  of  service  by  reason  of death, becoming Disabled or a Change in
Control,  such payment not to occur before attainment of the related performance
goal.


<PAGE>
     8.     Performance  Shares

          8.1.     Grant  of  Performance  Shares.  Subject  to  the  terms  and
                   -------------------------------
conditions  of  this  Article  and  to  such  other  terms and conditions as the
Committee may determine, Performance Shares may be granted to eligible Employees
in such amounts, upon such terms and at such times as shall be determined by the
Committee.  The  number  and  vesting  of  Performance  Shares  granted shall be
conditioned  upon  the  degree  of  attainment of specified performance goals or
other  conditions  over  a  specified  period  (the  "Performance  Period")  as
determined  by  the  Committee,  subject  to  Section  3.1 hereof. The terms and
provisions  of  an  Award  of  Performance  Shares  shall  be  evidenced  by  an
appropriate  Award  Agreement.

          8.2.     Form  and  Timing  of  Payment  of  Performance  Shares.  The
                   --------------------------------------------------------
Committee  shall  establish  the  amount of payment to be made under an Award of
Performance  Shares  if  the performance goals or other conditions are met. Such
Award  shall  be  expressed  in  terms  of  Shares.  After  the  completion of a
Performance  Period,  the  performance  of  the  Bank,  subsidiary,  division or
individual,  as the case may be, shall be measured against the performance goals
or  other  conditions,  and the Committee shall determine whether all, none or a
portion  of  an  Award  shall  be  paid.  The  Committee  shall  pay  any earned
Performance  Shares  as soon as practicable after they are earned in the form of
cash, Shares or a combination thereof (as determined by the Committee) having an
aggregate  Fair Market Value equal to the value of the earned Performance Shares
as of the date they are earned. Any Shares used to pay earned Performance Shares
may  be  issued subject to any restrictions deemed appropriate by the Committee.
In addition, the Committee, in its discretion, may cancel any earned Performance
Shares and grant Stock Options to the Participant which the Committee determines
to be of equivalent value based on a conversion formula stated in the applicable
Award  Agreement.  The  Committee,  in  its  discretion, may also grant dividend
equivalent  rights  with  respect  to  earned  but  unpaid Performance Shares as
evidenced  by  the  applicable Award Agreement. Performance Shares shall have no
voting  rights.

          8.3.     Termination  of Service. Each Award Agreement with respect to
                   ------------------------
Performance  Shares  granted  hereunder  shall set forth the extent to which the
Participant  shall  have  the  right  to  receive  unearned  Performance  Shares
following  termination  of  the  Participant's  service  with  the  Bank and its
Affiliates,  as the case may be. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreements, need not
be  uniform  among  all  Performance  Shares  awarded  pursuant to the Plan, may
reflect  distinctions  based  on  the reasons for termination of service and may
include  provisions  relating to a Participant's competition with the Bank after
termination  of  service.

          8.4.     Nontransferability.  Except as otherwise provided in an Award
                   -------------------
Agreement  with  respect  to  Performance  Shares granted hereunder, Performance
Shares  may  not be sold, transferred, pledged, assigned, or otherwise alienated
or  hypothecated, other than by will or by the laws of descent and distribution.
Further,  except  as  otherwise  provided in an Award Agreement, a Participant's
rights  under  the  Plan  shall be exercisable during the Participant's lifetime
only  by  the  Participant.


<PAGE>
     9.     Performance  Measures

          9.1.     Evaluation  of  Performance.  The  number  of Shares or other
                   ---------------------------
benefits  granted,  issued,  retainable and/or vested under an Award may be made
subject  to  the  attainment of performance goals for a specified period of time
relating  to  one  or  more  of  the  following  performance  criteria,  either
individually, alternatively or in any combination, applied to either the Bank as
a  whole or to a business unit or Subsidiary, either individually, alternatively
or  in  any  combination,  and  measured  either annually or cumulatively over a
period  of  years, on an absolute basis or relative to a pre-established target,
to previous years' results or to a designated comparison group or index, in each
case as specified by the Committee in the Award: (a) cash flow, (b) earnings per
share,  (c)  earnings  before  interest,  taxes  and amortization, (d) return on
equity, (e) total stockholder return, (f) share price performance, (g) return on
capital,  (h)  return  on  assets  or net assets, (i) revenue, (j) income or net
income,  (k)  operating  income or net operating income, (l) operating profit or
net  operating  profit,  (m)  operating  margin  or profit margin, (n) return on
operating  revenue, (o) return on invested capital, or (p) market segment shares
("Qualifying  Performance Criteria"). The Committee may appropriately adjust any
evaluation of performance under a Qualifying Performance Criteria to exclude any
of  the  following  events  that  occurs  during a performance period: (i) asset
write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect
of  changes  in  tax law, accounting principles or other such laws or provisions
affecting  reported  results, (iv) accruals for reorganization and restructuring
programs and (v) any extraordinary nonrecurring items as described in Accounting
Principles  Board  Opinion No. 30 and/or in managements' discussion and analysis
of  financial condition and results of operations appearing in the Bank's annual
report  to  stockholders  for the applicable year. The Committee shall determine
the  Qualifying  Performance  Criteria  not  later  than  the  90th  day  of the
Performance  Period,  and shall determine and certify, for each Participant, the
extent to which the Qualifying Performance Criteria have been met. To the extent
such  inclusions or exclusions affect Awards to Covered Employees, they shall be
prescribed  in  a  form  that  meets the requirements of Code Section 162(m) for
deductibility.

          9.2.     Adjustment  of  Performance-Based  Exception. Awards that are
                   --------------------------------------------
intended  to  qualify  for  the  Performance-Based Exception may not be adjusted
upward.  The  Committee  shall  retain  the  discretion  to  adjust  such Awards
downward,  either on a formula or discretionary basis or any combination, as the
Committee  determines.

          9.3.     Committee Discretion. In the event that applicable tax and/or
                   --------------------
securities  laws  change  to  permit Committee discretion to alter the governing
Performance Measures without obtaining stockholder approval of such changes, the
Committee  shall  have  sole  discretion  to make such changes without obtaining
stockholder  approval.  In  addition, in the event that the Committee determines
that  it  is  advisable  to  grant  Awards  that  shall  not  qualify  for  the
Performance-Based  Exception,  the  Committee  may  make  such  grants  without
satisfying  the  requirements  of  Code  Section  162(m)  and  base  vesting  on
Performance  Measures  other  than  those  set  forth  in  Section  9.1.


<PAGE>
     10.     Beneficiary  Designation

Each  Participant  may,  from  time  to  time,  designate  any  beneficiary  or
beneficiaries  (who  may  be  named  contingently  or  successively) to whom any
benefit  under  the  Plan is to be paid in case of his or her death before he or
she  receives any or all of such benefit. Each such designation shall revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Bank,  and  will be effective only when filed by the Participant in writing with
the  Bank  during  the  Participant's  lifetime.  In  the  absence  of  any such
designation,  benefits remaining unpaid at the Participant's death shall be paid
to  the  Participant's  estate.

     11.     Deferrals

The  Committee  may  permit or require a Participant to defer such Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise be
due  to  such  Participant  by virtue of the exercise of an Option, the lapse or
waiver  or restrictions with respect to Restricted Stock, or the satisfaction or
any  requirements  or  goals  with  respect  to  Performance Shares. If any such
deferral election is required or permitted, such deferral shall be made pursuant
to  a deferred compensation plan that satisfies the requirements of Section 409A
of  the  Code.

     12.     Change  in  Control

Upon  the  occurrence  of  a  Change  in  Control, unless otherwise specifically
prohibited  under  Applicable  Laws:  (i)  any and all Options granted hereunder
shall  become  immediately  exercisable, and shall remain exercisable throughout
their  entire  term;  (ii)  any  restriction periods and restrictions imposed on
Shares  of  Restricted  Stock shall lapse; (iii) the target payout opportunities
attainable  under  all  outstanding  Awards  of Restricted Stock and Performance
Shares  shall  be  deemed  to  have been fully earned for the entire Performance
Period(s)  as  of  the  effective  date  of  the Change in Control; and (iv) the
vesting  of  all  Awards  shall  be  accelerated as of the effective date of the
Change  in  Control.

     13.     Termination  or  Amendment.

The  Board  may  amend, alter or terminate this Plan in any respect at any time;
provided,  however,  that, after this Plan has been approved by the stockholders
of  the Bank, no amendment, alteration or termination of this Plan shall be made
by  the  Board  without  approval  of  (a) the Bank's stockholders to the extent
stockholder  approval  of  the amendment is required by Applicable Laws, if any,
and  (b)  each affected Participant if such amendment, alteration or termination
would  adversely  affect  his  or her rights or obligations under any Award made
prior  to  the  date  of  such  amendment,  alteration or termination; provided,
further,  that  no such action of the Board without approval of the stockholders
may:

               (a)  materially  increase  the  total number of Shares subject to
                    the  Plan  except  as  contemplated  by  Section 5.3 hereof;


<PAGE>
               (b)  materially  increase  the  benefits accruing to Participants
                    under  the  Plan;

               (c)  extend  the  term  of  the  Plan;

               (d)  reduce  the  Option  Price  of  outstanding  Options;  or

               (e)  materially  modify  the  requirements  as to eligibility for
                    participation  in  the  Plan.

     14.     Withholding.

The  Bank's obligation to deliver Shares or pay any amount pursuant to the terms
of  any  Award hereunder shall be subject to satisfaction of applicable federal,
state  and  local  tax withholding requirements ("Required Withholding"). To the
extent  provided  in the applicable Award Agreement and in accordance with rules
prescribed  by the Committee, a Participant may satisfy any such withholding tax
obligation  by any of the following means or by a combination of such means: (a)
tendering  a cash payment; (b) authorizing the Bank to withhold Shares otherwise
issuable  to  the  Participant;  or (c) delivering to the Bank already owned and
unencumbered  Shares.

     15.     Conditions  Upon  Issuance  of  Shares.

Notwithstanding  any  other provision of the Plan or any Award Agreement entered
into  by  the  Bank  pursuant  to the Plan, the Bank shall not be obligated, and
shall  have  no  liability for failure, to issue or deliver any Shares under the
Plan  unless  such  issuance  or delivery would comply with Applicable Law, with
such  compliance  determined by the Bank in consultation with its legal counsel.

     16.     General  Provisions.

          16.1.     No  Participation  Rights.  The  establishment  of this Plan
                    --------------------------
shall  not  confer upon any Eligible Person any legal or equitable right against
the  Bank,  any Affiliate or the Committee, except as expressly provided in this
Plan.

          16.2.     No  Employment  Rights.  This  Plan  does  not  constitute
                    -----------------------
inducement  or  consideration  for  the  employment  or  service of any Eligible
Person,  nor is it a contract between the Bank or any Affiliate and any Eligible
Person.  Participation  in this Plan shall not give an Eligible Person any right
to  be  retained  in  the  service  of  the  Bank  or  any  Affiliate.

          16.3.     No  Bar  to  Additional Awards. Neither the adoption of this
                    -------------------------------
Plan  nor  its  submission  to  the  stockholders,  shall be taken to impose any
limitations  on  the  powers  of  the Bank or its Affiliates to issue, grant, or
assume options, warrants, rights, or restricted stock, or other awards otherwise
than under this Plan, or to adopt other stock option, restricted stock, or other
plans  or  to  impose  any  requirement  of  stockholder approval upon the same.


<PAGE>
          16.4.     Awards  Not  Subject  to  Creditors.  The  interests  of any
                    ------------------------------------
Eligible  Person  under this Plan are not subject to the claims of creditors and
may  not, in any way, be assigned, alienated or encumbered except as provided in
an  Agreement.

          16.5.     Successors.  All obligations of the Bank under the Plan with
                    -----------
respect  to  Awards  granted  hereunder shall be binding on any successor to the
Bank,  whether  the  existence  of  such  successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all substantially all
of  the  business  or  assets  of  the  Bank.

          16.6.     Governing  Law.  This  Plan shall be governed, construed and
                    ---------------
administered in accordance with the laws of the State of Georgia, without regard
to  conflicts  of  law  principles.

          16.7.     Securities  Law  Compliance.  The Committee may require each
                    ----------------------------
person  acquiring  Shares pursuant to Awards hereunder to represent to and agree
with the Bank in writing that such person is acquiring the Shares without a view
to distribution thereof. The certificates for such Shares may include any legend
which  the  Committee deems appropriate to reflect any restrictions on transfer.
All  certificates  for  Shares  issued pursuant to this Plan shall be subject to
such  stock  transfer  orders  and  other restrictions as the Committee may deem
advisable  under the rules, regulations and other requirements of the Securities
and  Exchange Commission, any securities exchange upon which the Common Stock is
then  listed  or  automatic  interdealer  quotation system upon which the Common
Stock  is  then quoted, and any applicable federal or state securities laws. The
Committee  may  place  a  legend  or  legends  on  any such certificates to make
appropriate  reference  to  such  restrictions.

          16.8.     Compliance  with  the  Code.  The  Plan  shall  be governed,
                    ----------------------------
construed  and  administered  in  compliance  with  the  deferred  compensation
provisions  of  Section  409A  of  the Code and shall be amended as necessary to
maintain compliance with the provisions of Section 409A. The Committee may place
such  restrictions  or  provisions in any Award Agreement as may be necessary to
comply  with  the  provisions  of  Section  409A  of  the  Code.

          16.9.     Notification  under Code Section 83(b). If a Participant, in
                    --------------------------------------
connection  with  any  exercise  of an Option, or the grant of Restricted Stock,
makes  the election permitted under Section 83(b) of the Code to include in such
Participant's  gross  income  in  the  year of transfer the amounts specified in
Section  83(b)  of the Code, then such Participant shall notify the Bank of such
election  within  10 days of filing the notice of the election with the Internal
Revenue  Service,  in  addition  to filing any notification required pursuant to
regulations  issued  under  Section  83(b)  of  the  Code. The Committee may, in
connection with the grant of an Award or at any time thereafter prior to such an
election  being  made,  prohibit  a  Participant  from  making such an election.

          16.10.     Requirements  of  Law.  The  Bank  shall not be required to
                     ----------------------
issue  any  certificate  or certificates for Shares with respect to Awards under
this  Plan,  or  record any person as a holder of record of such Shares, without
obtaining,  to  the  complete satisfaction of the Committee, the approval of all
regulatory  bodies  deemed  necessary by the Committee, and without complying to
the  Board's  or  Committee's  complete  satisfaction, with all Applicable Laws.