SOUTHCREST FINANCIAL
GROUP, INC.


2005 STOCK INCENTIVE
PLAN











SOUTHCREST FINANCIAL
GROUP, INC.


2005 STOCK INCENTIVE
PLAN


TABLE OF CONTENTS



	 	 	 	 	 
	
	 	Page
	
	 	

	SECTION 1  DEFINITIONS
	 	 	1	 
	1.1 Definitions
	 	 	1	 
	SECTION 2  THE STOCK INCENTIVE
PLAN
	 	 	4	 
	2.1 Purpose of the Plan
	 	 	4	 
	2.2 Stock Subject to the Plan
	 	 	4	 
	2.3 Administration of the Plan
	 	 	4	 
	2.4 Eligibility and Limits
	 	 	5	 
	SECTION 3  TERMS OF STOCK
INCENTIVES
	 	 	5	 
	3.1 Terms and Conditions of All Stock
Incentives
	 	 	5	 
	3.2 Terms and Conditions of
Options
	 	 	6	 
	(a) Option Price
	 	 	6	 
	(b) Option Term
	 	 	7	 
	(c) Payment.
	 	 	7	 
	(d) Conditions to the Exercise of an
Option.
	 	 	7	 
	(e) Termination of Incentive Stock
Option.
	 	 	7	 
	(f) Special Provisions for Certain
Substitute Options.
	 	 	8	 
	3.3 Terms and Conditions of Stock
Appreciation Rights
	 	 	8	 
	(a) Settlement.
	 	 	8	 
	(b) Conditions to
Exercise.
	 	 	8	 
	3.4 Terms and Conditions of Stock
Awards
	 	 	9	 
	3.5 Terms and Conditions of Dividend
Equivalent Rights
	 	 	9	 
	(a) Payment.
	 	 	9	 
	(b) Conditions to Payment.
	 	 	9	 
	3.6 Terms and Conditions of Performance
Unit Awards
	 	 	9	 
	(a) Payment.
	 	 	9	 
	(b) Conditions to Payment.
	 	 	10	 
	3.7 Terms and Conditions of Phantom
Shares
	 	 	10	 
	(a) Payment.
	 	 	10	 
	(b) Conditions to Payment.
	 	 	10	 
	3.8 Treatment of Awards Upon Termination of
Employment
	 	 	10	 
	SECTION 4  RESTRICTIONS ON
STOCK
	 	 	10	 
	4.1 Escrow of Shares
	 	 	10	 
	4.2 Restrictions on Transfer
	 	 	11	 
	SECTION 5  GENERAL
PROVISIONS
	 	 	11	 
	5.1 Withholding
	 	 	11	 
	5.2 Changes in Capitalization; Merger;
Liquidation
	 	 	12	 
	5.3 Cash Awards
	 	 	13	 
	5.4 Compliance with Code
	 	 	13	 
	5.5 Right to Terminate
Employment
	 	 	13	 
	5.6 Non-Alienation of Benefits
	 	 	13	 
	5.7 Restrictions on Delivery and Sale of
Shares; Legends
	 	 	13	 
	5.8 Listing and Legal Compliance
	 	 	14	 
	5.9 Termination and Amendment of the
Plan
	 	 	14	 
	5.10 Stockholder Approval
	 	 	14	 
	5.11 Choice of Law
	 	 	14	 
	5.12 Effective Date of Plan
	 	 	14	 





i











SOUTHCREST FINANCIAL
GROUP, INC.
2005 STOCK INCENTIVE PLAN


SECTION 1
DEFINITIONS


          1.1 Definitions.  Whenever used
herein, the masculine pronoun will be deemed to include the feminine, and the singular to include the plural,
unless the context clearly indicates otherwise, and the following capitalized words and phrases are used herein
with the meaning thereafter ascribed:


     (a) “Affiliate” means:


     (1) Any Subsidiary or Parent,


     (2) An entity that directly or through one or more intermediaries controls, is
controlled by, or is under common control with the Company, as determined by the Company, or


     (3) Any entity in which the Company has such a significant interest that the
Company determines it should be deemed an “Affiliate”, as determined in the sole discretion of the
Company.


     (b) “Board of Directors” means the board of directors of the Company.


     (c) “Code” means the Internal Revenue Code of 1986, as amended.


     (d) “Committee” means the committee appointed by the Board of
Directors to administer the Plan.  The Board of Directors shall consider the advisability of whether the members
of the Committee shall consist solely of at least two members of the Board of Directors who are both
“outside directors” as defined in Treas. Reg. § 1.162-27(e) as promulgated by the Internal Revenue
Service and “non-employee directors” as defined in Rule 16b-3(b)(3) as promulgated under the Exchange
Act.  If the Committee has not been appointed, the Board of Directors in their entirety shall constitute the
Committee.


     (e) “Company” means SouthCrest Financial Group, Inc., a Georgia
corporation.


     (f) “Disability” has the same meaning as provided in the long-term
disability plan or policy maintained or, if applicable, most recently maintained, by the Company or, if
applicable, any Affiliate of the Company for the Participant.  If no long-term disability plan or policy was ever
maintained on behalf of the Participant or, if the determination of Disability relates to an Incentive Stock
Option, Disability means that condition described in Code Section 22(e)(3), as amended from time to time.  In the
event of a dispute, the determination of Disability will be made by the Committee and will be supported by advice
of a physician competent in the area to which such Disability relates.


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     (g) “Dividend Equivalent Rights” means certain rights to receive
cash payments as described in Section 3.5.


     (h) “Exchange Act” means the Securities Exchange Act of 1934, as
amended from time to time.


     (i) “Fair Market Value” with regard to a date means:


     (1) the price at which Stock shall have been sold on that date or the last
trading date prior to that date as reported by the national securities exchange selected by the Committee on
which the shares of Stock are then actively traded or, if applicable, as reported by the NASDAQ Stock Market;


     (2) if such market information is not published on a regular basis, the price
of Stock in the over-the-counter market on that date or the last business day prior to that date as reported by
the NASDAQ Stock Market or, if not so reported, by a generally accepted reporting service; or


     (3) if Stock is not publicly traded, as determined in good faith by the
Committee with due consideration being given to (i) the most recent independent appraisal of the Company, if such
appraisal is not more than twelve months old and (ii) the valuation methodology used in any such appraisal.


     For purposes of Paragraphs (2) or (3) above, the Committee may use the closing
price as of the applicable date, the average of the high and low prices as of the applicable date or for a period
certain ending on such date, the price determined at the time the transaction is processed, the tender offer
price for shares of Stock, or any other method which the Committee determines is reasonably indicative of the
fair market value.


     (j) “Incentive Stock Option” means an incentive stock option within
the meaning of Section 422 of the Internal Revenue Code.


     (k) “Nonqualified Stock Option” means a stock option that is not an
Incentive Stock Option.


     (l) “Option” means a Nonqualified Stock Option or an Incentive Stock
Option.


     (m) “Over 10% Owner” means an individual who at the time an
Incentive Stock Option is granted owns Stock possessing more than 10% of the total combined voting power of the
Company or one of its Subsidiaries, determined by applying the attribution rules of Code Section 424(d).


     (n) “Parent” means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, with respect to Incentive Stock


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Options, at the time of the granting of the Option, each of the corporations
other than the Company owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain. A Parent shall include any entity other than a corporation to the extent
permissible under Section 424(f) or regulations and rulings thereunder.


     (o) “Participant” means an individual who receives a Stock Incentive
hereunder.


     (p) “Performance Unit Award” refers to a performance unit award as
described in Section 3.6.


     (q) “Phantom Shares” refers to the rights described in Section 3.7.


     (r) “Plan” means the SouthCrest Financial Group, Inc. 2005 Stock
Incentive Plan.


     (s) “Stock” means the Company’s common stock, no par value per
share.


     (t) “Stock Appreciation Right” means a stock appreciation right
described in Section 3.3.


     (u) “Stock Award” means a stock award described in Section 3.4.


     (v) “Stock Incentive Agreement” means an agreement between the
Company and a Participant or other documentation evidencing an award of a Stock Incentive.


     (w) “Stock Incentive Program” means a written program established by
the Committee, pursuant to which Stock Incentives are awarded under the Plan under uniform terms, conditions and
restrictions set forth in such written program.


     (x) “Stock Incentives” means, collectively, Dividend Equivalent
Rights, Incentive Stock Options, Nonqualified Stock Options, Phantom Shares, Stock Appreciation Rights, Stock
Awards and Performance Unit Awards.


     (y) “Subsidiary” means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each
of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other corporations in the chain.  A
“Subsidiary” shall include any entity other than a corporation to the extent permissible under Section
424(f) or regulations or rulings thereunder.


     (z) “Termination of Employment” means the termination of the
employee-employer relationship between a Participant and the Company and its Affiliates, regardless of whether
severance or similar payments are made to the Participant for any


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reason, including, but not by way of limitation, a termination by resignation,
discharge, death, Disability or retirement. The Committee will, in its absolute
discretion, determine the effect of all matters and questions relating to a
Termination of Employment, including, but not by way of limitation, the question
of whether a leave of absence constitutes a Termination of Employment. For
purposes of Section 3.8, a Termination of Employment shall be deemed to include
a termination of any other service relationship between a Participant and the
Company and its Affiliates.


SECTION 2  THE STOCK
INCENTIVE PLAN


          2.1 Purpose of the Plan. The Plan is intended to
(a) provide incentive to directors, officers, employees and other service providers of the Company and its
Affiliates to stimulate their efforts toward the continued success of the Company and to operate and manage the
business in a manner that will provide for the long-term growth and profitability of the Company; (b) encourage
stock ownership by or directors, officers, employees and other service providers by providing them with a means
to acquire a proprietary interest in the Company, acquire shares of Stock, or to receive compensation which is
based upon appreciation in the value of Stock; and (c) provide a means of obtaining, rewarding and retaining
directors, officers, employees and other service providers.


          2.2 Stock Subject
to the Plan. Subject to adjustment in accordance with Section 5.2, five hundred forty-nine thousand
(549,000) shares of Stock (the “Maximum Plan Shares”) are hereby reserved exclusively for issuance upon
exercise or payment pursuant to Stock Incentives. All or any portion of the Maximum Plan Shares may be issued
upon the exercise of Incentive Stock Options.  The shares of Stock attributable to the nonvested, unpaid,
unexercised, unconverted or otherwise unsettled portion of any Stock Incentive that is forfeited or cancelled or
expires or terminates for any reason without becoming vested, paid, exercised, converted or otherwise settled in
full will again be available for purposes of the Plan.


          2.3 Administration
of the Plan.  The Plan is administered by the Committee.  The Committee has full authority in its
discretion to determine the directors, officers, employees and service providers of the Company or its Affiliates
to whom Stock Incentives will be granted and the terms and provisions of Stock Incentives, subject to the Plan.
Subject to the provisions of the Plan, the Committee has full and conclusive authority to interpret the Plan; to
prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of
the respective Stock Incentive Agreements and to make all other determinations necessary or advisable for the
proper administration of the Plan.  The Committee’s determinations under the Plan need not be uniform
and may be made by it selectively among persons who receive, or are eligible to receive, awards under the Plan
(whether or not such persons are similarly situated).  The Committee’s decisions are final and binding
on all Participants.  Each member of the Committee shall serve at the discretion of the Board of Directors and
the Board of Directors may from time to time remove members from or add members to the Committee.  Vacancies on
the Committee shall be filled by the Board of Directors.


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          2.4 Eligibility and
Limits.  Stock Incentives may be granted only to directors, officers, employees and other service providers
of the Company, or any Affiliate of the Company; provided, however, that an Incentive Stock Option may only be
granted to an employee of the Company or any Subsidiary.  In the case of Incentive Stock Options, the
aggregate Fair Market Value (determined as at the date an Incentive Stock Option is granted) of stock with
respect to which stock options intended to meet the requirements of Code Section 422 become exercisable for
the first time by an individual during any calendar year under all plans of the Company and its Subsidiaries may
not exceed $100,000; provided further, that if the limitation is exceeded, the Incentive Stock Option(s) which
cause the limitation to be exceeded will be treated as Nonqualified Stock Option(s).


SECTION 3  TERMS OF STOCK
INCENTIVES


          3.1 Terms and Conditions of All Stock Incentives.


     (a) The number of shares of Stock as to which a Stock Incentive may be
granted will be determined by the Committee in its sole discretion, subject to the provisions of Section 2.2
as to the total number of shares available for grants under the Plan.  To the extent required under Section
162(m) of the Code and the regulations thereunder, subject to adjustment in accordance with Section 5.2, the
maximum number of shares of Stock with respect to which Options or Stock Appreciation Rights may be granted
during any calendar year to any employee may not exceed 50,000.  If, after grant, an Option is cancelled, the
cancelled Option shall continue to be counted against the maximum number of shares for which options may be
granted to an employee as described in this Section 3.1.  If, after grant, the exercise price of an Option is
reduced or the base amount on which a Stock Appreciation Right is calculated is reduced, the transaction shall be
treated as the cancellation of the Option or the Stock Appreciation Right, as applicable, and the grant of a new
Option or Stock Appreciation Right, as applicable.  If an Option or Stock Appreciation Right is deemed to be
cancelled as described in the preceding sentence, the Option or Stock Appreciation Right that is deemed to be
canceled and the Option or Stock Appreciation Right that is deemed to be granted shall both be counted against
the maximum number of shares for which Options or Stock Appreciation Rights may be granted to an employee as
described in this Section 3.1.


     (b) Each Stock Incentive will either be evidenced by a Stock Incentive
Agreement in such form and containing such terms, conditions and restrictions as the Committee may determine to
be appropriate, including without limitation, performance goals that must be achieved as a condition to vesting
or payment of the Stock Incentive, or be made subject to the terms of a Stock Incentive Program, containing such
terms, conditions and restrictions as the Committee may determine to be appropriate, including without
limitation, performance goals that must be achieved as a condition to vesting or payment of the Stock Incentive.
Each Stock Incentive Agreement or Stock Incentive Program is subject to the terms of the Plan and any provisions
contained in the Stock


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Incentive Agreement or Stock Incentive Program that are inconsistent with the
Plan are null and void.


     (c) The date a Stock Incentive is granted will be the date on which the
Committee has approved the terms and conditions of the Stock Incentive and has determined the recipient of the
Stock Incentive and the number of shares covered by the Stock Incentive, and has taken all such other actions
necessary to complete the grant of the Stock Incentive.


     (d) Any Stock Incentive may be granted in connection with all or any portion
of a previously or contemporaneously granted Stock Incentive.  Exercise or vesting of a Stock Incentive granted
in connection with another Stock Incentive may result in a pro rata surrender or cancellation of any related
Stock Incentive, as specified in the applicable Stock Incentive Agreement or Stock Incentive Program.


     (e) Stock Incentives are not transferable or assignable except by will or by
the laws of descent and distribution and are exercisable, during the Participant’s lifetime, only by the
Participant; or in the event of the Disability of the Participant, by the legal representative of the
Participant; or in the event of death of the Participant, by the legal representative of the Participant’s
estate or if no legal representative has been appointed, by the successor in interest determined under the
Participant’s will; provided, however, that the Committee may waive any of the provisions of this Section or
provide otherwise as to any Stock Incentives other than Incentive Stock Options.


          3.2 Terms and Conditions of Options. Each Option
granted under the Plan must be evidenced by a Stock Incentive Agreement.  At the time any Option is granted, the
Committee will determine whether the Option is to be an Incentive Stock Option described in Code Section 422 or a
Nonqualified Stock Option, and the Option must be clearly identified as to its status as an Incentive Stock
Option or a Nonqualified Stock Option.  Incentive Stock Options may only be granted to employees of the Company
or any Subsidiary or Parent.  At the time any Incentive Stock Option granted under the Plan is exercised, the
Company will be entitled to legend the certificates representing the shares of Stock purchased pursuant to the
Option to clearly identify them as representing the shares purchased upon the exercise of an Incentive Stock
Option.  An Incentive Stock Option may only be granted within ten (10) years from the earlier of the date the
Plan is adopted or approved by the Company’s stockholders.


     (a) Option Price.  Subject to adjustment in accordance with
Section 5.2 and the other provisions of this Section 3.2, the exercise price (the “Exercise
Price”) per share of Stock purchasable under any Option must be as set forth in the applicable Stock
Incentive Agreement, but in no event may it be less than the Fair Market Value on the date the Option is granted
with respect to an Incentive Stock Option.  With respect to each grant of an Incentive Stock Option to a
Participant who is an Over 10% Owner, the Exercise Price may not be less than 110% of the Fair Market Value on
the date the Option is granted.


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     (b) Option Term. Any Incentive Stock Option granted to a
Participant who is not an Over 10% Owner is not exercisable after the expiration of ten (10) years after the date
the Option is granted.  Any Incentive Stock Option granted to an Over 10% Owner is not exercisable after the
expiration of five (5) years after the date the Option is granted.  The term of any Nonqualified Stock Option
must be as specified in the applicable Stock Incentive Agreement.


     (c) Payment. Payment for all shares of Stock purchased
pursuant to exercise of an Option will be made in any form or manner authorized by the Committee in the Stock
Incentive Agreement or by amendment thereto, including, but not limited to, cash or, if the Stock Incentive
Agreement provides:


     (i) by delivery to the Company of a number of shares of Stock which have been
owned by the holder for at least six (6) months prior to the date of exercise having an aggregate Fair Market
Value of not less than the product of the Exercise Price multiplied by the number of shares the Participant
intends to purchase upon exercise of the Option on the date of delivery;


     (ii) in a cashless exercise through a broker provided, however, that any such
cashless exercise is consistent with the restrictions of Section 13(k) of the Exchange Act (Section 402 of the
Sarbanes-Oxley Act of 2002); or


     (iii) by having a number of shares of Stock withheld, the Fair Market Value of
which as of the date of exercise is sufficient to satisfy the Exercise Price.


In its discretion, the Committee also may authorize (at the time an Option is
granted or thereafter) Company financing to assist the Participant as to payment of the Exercise Price on such
terms as may be offered by the Committee in its discretion.  Payment must be made at the time that the Option or
any part thereof is exercised, and no shares may be issued or delivered upon exercise of an option until full
payment has been made by the Participant.  The holder of an Option, as such, has none of the rights of a
stockholder.


     (d) Conditions to the Exercise of
an Option. Each Option granted under the Plan is exercisable by the Participant or any other designated
person, at such time or times, or upon the occurrence of such event or events, and in such amounts, as the
Committee specifies in the Stock Incentive Agreement; provided, however, that subsequent to the grant of an
Option, the Committee, at any time before complete termination of such Option, may accelerate the time or times
at which such Option may be exercised in whole or in part, including, without limitation, upon a Change in
Control as defined in the Stock Incentive Agreement and may permit the Participant or any other designated person
to exercise the Option, or any portion thereof, for all or part of the remaining Option term, notwithstanding any
provision of the Stock Incentive Agreement to the contrary.


     (e) Termination of Incentive Stock Option.
With respect to an Incentive Stock Option, in the event of Termination of Employment of a
Participant, the Option or


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portion thereof held by the Participant which is unexercised will expire, terminate,
and become unexercisable no later than the expiration of three (3) months after the date of Termination of
Employment; provided, however, that in the case of a holder whose Termination of Employment is due to death or
Disability, one (1) year will be substituted for such three (3) month period; provided, further that such time
limits may be exceeded by the Committee under the terms of the grant, in which case, the Incentive Stock Option
will be a Nonqualified Option if it is exercised after the time limits that would otherwise apply. For purposes
of this Subsection (e), Termination of Employment of the Participant will not be deemed to have occurred if the
Participant is employed by another corporation (or a parent or subsidiary corporation of such other corporation)
which has assumed the Incentive Stock Option of the Participant in a transaction to which Code
Section 424(a) is applicable.


     (f) Special Provisions
for Certain Substitute Options. Notwithstanding anything to the contrary in this Section 3.2, any
Option issued in substitution for an option previously issued by another entity, which substitution occurs in
connection with a transaction to which Code Section 424(a) is applicable, may provide for an exercise price
computed in accordance with such Code Section and the regulations thereunder and may contain such other terms and
conditions as the Committee may prescribe to cause such substitute Option to contain as nearly as possible the
same terms and conditions (including the applicable vesting and termination provisions) as those contained in the
previously issued option being replaced thereby.


          
3.3 Terms and Conditions of Stock Appreciation Rights.  Each Stock Appreciation Right granted under the
Plan must be evidenced by a Stock Incentive Agreement.  A Stock Appreciation Right entitles the Participant
to receive the excess of (1) the Fair Market Value of a specified or determinable number of shares of the
Stock at the time of payment or exercise over (2) a specified or determinable price which, in the case of a
Stock Appreciation Right granted in connection with an Option, may not be less than the Exercise Price for that
number of shares subject to that Option.  A Stock Appreciation Right granted in connection with a Stock Incentive
may only be exercised to the extent that the related Stock Incentive has not been exercised, paid or otherwise
settled.


     (a) Settlement.  Upon settlement of a Stock Appreciation Right,
the Company must pay to the Participant the appreciation in cash or shares of Stock (valued at the aggregate Fair
Market Value on the date of payment or exercise) as provided in the Stock Incentive Agreement or, in the absence
of such provision, as the Committee may determine.


     (b) Conditions to Exercise.  Each Stock
Appreciation Right granted under the Plan is exercisable or payable at such time or times, or upon the occurrence
of such event or events, and in such amounts, as the Committee specifies in the Stock Incentive Agreement;
provided, however, that subsequent to the grant of a Stock Appreciation Right, the Committee, at any time before
complete termination of such Stock Appreciation Right, may accelerate the time or times at which such Stock
Appreciation Right may be exercised or paid in whole or in part.


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          3.4 Terms and Conditions of Stock Awards. The
number of shares of Stock subject to a Stock Award and restrictions or conditions on such shares, if any, will be
as the Committee determines, and the certificate for such shares will bear evidence of any restrictions or
conditions.  Subsequent to the date of the grant of the Stock Award, the Committee has the power to permit,
in its discretion, an acceleration of the expiration of an applicable restriction period with respect to any part
or all of the shares awarded to a Participant.  The Committee may require a cash payment from the Participant in
an amount no greater than the aggregate Fair Market Value of the shares of Stock awarded determined at the date
of grant in exchange for the grant of a Stock Award or may grant a Stock Award without the requirement of a cash
payment.


          3.5 Terms and Conditions of Dividend Equivalent
Rights. A Dividend Equivalent Right entitles the Participant to receive payments from the Company in an amount
determined by reference to any cash dividends paid on a specified number of shares of Stock to Company
stockholders of record during the period such rights are effective.  The Committee may impose such restrictions
and conditions on any Dividend Equivalent Right as the Committee in its discretion shall determine, including the
date any such right shall terminate and may reserve the right to terminate, amend or suspend any such right at
any time.


     (a) Payment.  Payment in respect of a Dividend Equivalent Right
may be made by the Company in cash or shares of Stock (valued at Fair Market Value as of the date  payment is
owed) as provided in the Stock Incentive Agreement or Stock Incentive Program, or, in the absence of such
provision, as the Committee may determine.


     (b) Conditions to Payment.  Each Dividend Equivalent
Right granted under the Plan is payable at such time or times, or upon the occurrence of such event or events,
and in such amounts, as the Committee specifies in the applicable Stock Incentive Agreement or Stock Incentive
Program; provided, however, that subsequent to the grant of a Dividend Equivalent Right, the Committee, at any
time before complete termination of such Dividend Equivalent Right, may accelerate the time or times at which
such Dividend Equivalent Right may be paid in whole or in part.


          
3.6 Terms and Conditions of Performance Unit Awards.  A Performance Unit Award shall entitle the
Participant to receive, at a specified future date, payment of an amount equal to all or a portion of the value
of a specified or determinable number of units (stated in terms of a designated or determinable dollar amount per
unit) granted by the Committee.  At the time of the grant, the Committee must determine the base value of each
unit, the number of units subject to a Performance Unit Award, and the Performance goals applicable to the
determination of the ultimate payment value of the Performance Unit Award. The Committee may provide for an
alternate base value for each unit under certain specified conditions.


     (a) Payment.  Payment in respect of Performance Unit Awards may be
made by the Company in cash or shares of Stock (valued at Fair Market Value as of the date payment is owed) as
provided in the applicable Stock Incentive Agreement or Stock Incentive Program or, in the absence of such
provision, as the Committee may determine.


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     (b) Conditions to Payment.  Each Performance Unit
Award granted under the Plan shall be payable at such time or times, or upon the occurrence of such event or
events, and in such amounts, as the Committee shall specify in the applicable Stock Incentive Agreement or Stock
Incentive Program; provided, however, that subsequent to the grant of a Performance Unit Award, the Committee, at
any time before complete termination of such Performance Unit Award, may accelerate the time or times at which
such Performance Unit Award may be paid in whole or in part.


          3.7 Terms and Conditions of Phantom Shares.
Phantom Shares shall entitle the Participant to receive, at a specified
future date, payment of an amount equal to all or a portion of the Fair Market Value of a specified number of
shares of Stock at the end of a specified period.  At the time of the grant, the Committee will determine the
factors which will govern the portion of the phantom shares so payable, including, at the discretion of the
Committee, any performance criteria that must be satisfied as a condition to payment.  Phantom Share awards
containing performance criteria may be designated as performance share awards.


     (a) Payment.  Payment in respect of Phantom Shares may be made by
the Company in cash or shares of Stock (valued at Fair Market Value as of the date payment is owed) as provided
in the applicable Stock Incentive Agreement or Stock Incentive Program, or, in the absence of such provision, as
the Committee may determine.


     (b) Conditions to Payment.  Each Phantom Share
granted under the Plan is payable at such time or times, or upon the occurrence of such event or events, and in
such amounts, as the Committee specify in the applicable Stock Incentive Agreement or Stock Incentive Program;
provided, however, that subsequent to the grant of a Phantom Share, the Committee, at any time before complete
termination of such Phantom Share, may accelerate the time or times at which such Phantom Share may be paid in
whole or in part.


          
3.8 Treatment of Awards Upon Termination of Employment.  Except as otherwise provided by Plan Section
3.2(e), any award under this Plan to a Participant who has experienced a Termination of Employment may be
cancelled, accelerated, paid or continued, as provided in the applicable Stock Incentive Agreement or Stock
Incentive Program, or, in the absence of such provision, as the Committee may determine.  The portion of any
award exercisable in the event of continuation or the amount of any payment due under a continued award may be
adjusted by the Committee to reflect the Participant’s period of service from the date of grant through the
date of the Participant’s Termination of Employment or such other factors as the Committee determines are
relevant to its decision to continue the award.


SECTION 4  RESTRICTIONS
ON STOCK


          4.1 Escrow of Shares.  Any
certificates representing the shares of Stock issued under the Plan will be issued in the Participant’s
name, but, if the applicable Stock Incentive Agreement or Stock Incentive Program so provides, the shares of
Stock will be held by a custodian designated by the Committee (the “Custodian”).  Each applicable Stock
Incentive


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 Agreement or Stock Incentive Program providing for transfer of shares of Stock to the Custodian must
appoint the Custodian as the attorney-in-fact for the Participant for the term specified in the applicable Stock
Incentive Agreement or Stock Incentive Program, with full power and authority in the Participant’s name,
place and stead to transfer, assign and convey to the Company any shares of Stock held by the Custodian for such
Participant, if the Participant forfeits the shares under the terms of the applicable Stock Incentive Agreement
or Stock Incentive Program.  During the period that the Custodian holds the shares subject to this Section,
the Participant is entitled to all rights, except as provided in the applicable Stock Incentive Agreement or
Stock Incentive Program, applicable to shares of Stock not so held.  Any dividends declared on shares of Stock
held by the Custodian shall, as the Committee may provide in the applicable Stock Incentive Agreement or Stock
Incentive Program, be paid directly to the Participant or, in the alternative, be retained by the Custodian or by
the Company until the expiration of the term specified in the applicable Stock Incentive Agreement or Stock
Incentive Program and shall then be delivered, together with any proceeds, with the shares of Stock to the
Participant or to the Company, as applicable.


          4.2 Restrictions on
Transfer.  The Participant does not have the right to make or permit to exist any disposition of the shares of
Stock issued pursuant to the Plan except as provided in the Plan or the applicable Stock Incentive Agreement or
Stock Incentive Program.  Any disposition of the shares of Stock issued under the Plan by the Participant not
made in accordance with the Plan or the applicable Stock Incentive Agreement or Stock Incentive Program will be
void.  The Company will not recognize, or have the duty to recognize, any disposition not made in accordance with
the Plan and the applicable Stock Incentive Agreement or Stock Incentive Program, and the shares so transferred
will continue to be bound by the Plan and the applicable Stock Incentive Agreement or Stock Incentive Program.


SECTION 5  GENERAL PROVISIONS 


          5.1 Withholding. The
Company must deduct from all cash distributions under the Plan any taxes required to be withheld by federal,
state or local government.  Whenever the Company proposes or is required to issue or transfer shares of Stock
under the Plan or upon the vesting of any Stock Award, the Company has the right to require the recipient to
remit to the Company an amount sufficient to satisfy any federal, state and local tax withholding requirements
prior to the delivery of any certificate or certificates for such shares or the vesting of such Stock Award.  A
Participant may pay the withholding obligation in cash, or, if the applicable Stock Incentive Agreement or Stock
Incentive Program provides, a Participant may elect to have the number of shares of Stock he is to receive
reduced by, or with respect to a Stock Award, tender back to the Company, the smallest number of whole shares of
Stock which, when multiplied by the Fair Market Value of the shares of Stock determined as of the Tax Date
(defined below), is sufficient to satisfy federal, state and local, if any, withholding obligation arising from
exercise or payment of a Stock Incentive (a “Withholding Election”).  A Participant may make a
Withholding Election only if both of the following conditions are met:


     (a) The Withholding Election must be made on or prior to the date on which the
amount of tax required to be withheld is determined (the “Tax Date”) by executing


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and delivering to the
Company a properly completed notice of Withholding Election as prescribed by the Committee; and


     (b) Any Withholding Election made will be irrevocable except on six months
advance written notice delivered to the Company; however, the Committee may in its sole discretion disapprove and
give no effect to the Withholding Election.


          5.2 Changes in Capitalization; Merger; Liquidation.


     (a) The number of shares of Stock reserved for the grant of Options, Dividend
Equivalent Rights, Performance Unit Awards, Phantom Shares, Stock Appreciation Rights and Stock Awards; the
number of shares of Stock reserved for issuance upon the exercise or payment, as applicable, of each outstanding
Option, Dividend Equivalent Right, Phantom Share and Stock Appreciation Right and upon vesting or grant, as
applicable, of each Stock Award; the Exercise Price of each outstanding Option and the specified number of shares
of Stock to which each outstanding Dividend Equivalent Right, Phantom Share and Stock Appreciation Right pertains
must be proportionately adjusted for any increase or decrease in the number of issued shares of Stock resulting
from a subdivision or combination of shares or the payment of a stock dividend in shares of Stock to holders of
outstanding shares of Stock or any other increase or decrease in the number of shares of Stock outstanding
effected without receipt of consideration by the Company.


     (b) In the event of a merger, consolidation, reorganization, extraordinary
dividend, spin-off, sale of substantially all of the Company’s assets, other change in capital structure of
the Company, tender offer for shares of Stock, or a change in control of the Company (as defined by the Committee
in the applicable Stock Incentive Agreement) the Committee may make such adjustments with respect to awards and
take such other action as it deems necessary or appropriate, including, without limitation, the assumption of
other awards, the substitution of new awards, the adjustment of outstanding awards, the acceleration of awards,
the removal of restrictions on outstanding awards, or the termination of outstanding awards in exchange for the
cash value determined in good faith by the Committee of the vested and/or unvested portion of the award, all as
may be provided in the applicable Stock Incentive Agreement or, if not expressly addressed therein, as the
Committee subsequently may determine in its sole discretion. Any adjustment pursuant to this Section 5.2 may
provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional
shares that might otherwise become subject to any Stock Incentive, but except as set forth in this Section may
not otherwise diminish the then value of the Stock Incentive.


     (c) The existence of the Plan and the Stock Incentives granted pursuant to the
Plan must not affect in any way the right or power of the Company to make or authorize any adjustment,
reclassification, reorganization or other change in its capital or business structure, any merger or
consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the
Stock or the rights thereof, the


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dissolution or liquidation of the Company, any sale or transfer of all or any
part of its business or assets, or any other corporate act or proceeding.


          5.3 Cash Awards. The Committee may, at any time and in
its discretion, grant to any holder of a Stock Incentive the right to receive, at such times and in such amounts
as determined by the Committee in its discretion, a cash amount which is intended to reimburse such person for
all or a portion of the federal, state and local income taxes imposed upon such person as a consequence of the
receipt of the Stock Incentive or the exercise of rights thereunder.


          5.4 Compliance with
Code. All Incentive Stock Options to be granted hereunder are intended to comply with Code
Section 422, and all provisions of the Plan and all Incentive Stock Options granted hereunder must be
construed in such manner as to effectuate that intent.


          5.5 Right to
Terminate Employment. Nothing in the Plan or in any Stock Incentive confers upon any Participant the right
to continue as an employee or officer of the Company or any of its Affiliates or affect the right of the Company
or any of its Affiliates to terminate the Participant’s employment or services at any time.


          5.6
Non-Alienation of Benefits.  Other than as provided herein, no benefit under the Plan may be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge; and any attempt to
do so shall be void.  No such benefit may, prior to receipt by the Participant, be in any manner liable for or
subject to the debts, contracts, liabilities, engagements or torts of the Participant.


          5.7 Restrictions on Delivery and Sale of Shares;
Legends.  Each Stock Incentive is subject to the condition that if at any time the Committee, in its discretion,
shall determine that the listing, registration or qualification of the shares covered by such Stock Incentive
upon any securities exchange or under any state or federal law is necessary or desirable as a condition of or in
connection with the granting of such Stock Incentive or the purchase or delivery of shares thereunder, the
delivery of any or all shares pursuant to such Stock Incentive may be withheld unless and until such listing,
registration or qualification shall have been effected.  If a registration statement is not in effect under the
Securities Act of 1933 or any applicable state securities laws with respect to the shares of Stock purchasable or
otherwise deliverable under Stock Incentives then outstanding, the Committee may require, as a condition of
exercise of any Option or as a condition to any other delivery of Stock pursuant to a Stock Incentive, that the
Participant or other recipient of a Stock Incentive represent, in writing, that the shares received pursuant to
the Stock Incentive are being acquired for investment and not with a view to distribution and agree that the
shares will not be disposed of except pursuant to an effective registration statement, unless the Company shall
have received an opinion of counsel that such disposition is exempt from such requirement under the Securities
Act of 1933 and any applicable state securities laws.  The Company may include on certificates representing
shares delivered pursuant to a Stock Incentive such legends referring to the foregoing representations or
restrictions or any other applicable restrictions on resale as the Company, in its discretion, shall deem
appropriate.


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          5.8 Listing and
Legal Compliance.  The Committee may suspend the exercise or payment of any Stock Incentive so long as it
determines that securities exchange listing or registration or qualification under any securities laws is
required in connection therewith and has not been completed on terms acceptable to the Committee.


          5.9
Termination and Amendment of the Plan.  The Board of Directors at any time may amend or terminate the Plan
without stockholder approval; provided, however, that the Board of Directors may condition any amendment on the
approval of stockholders of the Company if such approval is necessary or advisable with respect to tax,
securities or other applicable laws. No such termination or amendment without the consent of the holder of a
Stock Incentive may adversely affect the rights of the Participant under such Stock Incentive.


          5.10 Stockholder
Approval.  The Plan must be submitted to the stockholders of the Company for their approval within twelve (12)
months before or after the adoption of the Plan by the Board of Directors of the Company.  If such approval is
not obtained, any Stock Incentive granted hereunder will be void.


          5.11 Choice of Law. The
laws of the State of Georgia shall govern the Plan, to the extent not preempted by federal law, without reference
to the principles of conflict of laws.


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          5.12 Effective Date
of Plan. This Plan was approved by the Board of Directors on February 10, 2005.



	 	 	 	 	 
	
	 	SOUTHCREST FINANCIAL GROUP, INC.
	 	 	 	 	 
	
	 	By:	 	/s/ Larry T. Kuglar

	 	 	 	 	 
	
	 	Title:	 	President and Chief Executive Officer





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