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EXHIBIT 10.11
 HERITAGE FINANCIAL GROUP
 2006 EQUITY INCENTIVE PLAN




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PageARTICLE I PURPOSE
    
    
    3Section 1.1 General Purpose of the Plan
    
    
    3ARTICLE II DEFINITIONS
    
    
    3ARTICLE III AVAILABLE SHARES
    
    
    6Section 3.1 Shares Available Under the Plan
    
    
    6Section 3.2 Shares Available for Options and Stock Appreciation Rights
    
    
    6Section 3.3 Shares Available for Restricted Stock Awards
    
    
    6Section 3.4 Additional OTS Restrictions
    
    
    6Section 3.5 Computation of Shares Issued
    
    
    7ARTICLE IV ADMINISTRATION
    
    
    7Section 4.1 Committee
    
    
    7Section 4.2 Committee Powers
    
    
    7ARTICLE V STOCK OPTIONS
    
    
    7Section 5.1 Grant of Options
    
    
    7Section 5.2 Size of Option
    
    
    8Section 5.3 Exercise Price
    
    
    8Section 5.4 Exercise Period
    
    
    8Section 5.5 Vesting Date
    
    
    8Section 5.6 Additional Restrictions on Incentive Stock Options
    
    
    9Section 5.7 Method of Exercise
    
    
    9Section 5.8 Limitations on Options
    
    
    10Section 5.9 Prohibition Against Option Repricing
    
    
    11ARTICLE VI STOCK APPRECIATION RIGHTS
    
    
    11Section 6.1 Grant of Stock Appreciation Rights
    
    
    11Section 6.2 Size of Stock Appreciation Right
    
    
    11Section 6.3 Exercise Price
    
    
    11Section 6.4 Exercise Period
    
    
    11Section 6.5 Vesting Date
    
    
    12Section 6.6 Method of Exercise
    
    
    12Section 6.7 Limitations on Stock Appreciation Rights
    
    
    13Section 6.8 Prohibition Against Stock Appreciation Right Repricing
    
    
    13ARTICLE VII RESTRICTED STOCK AWARDS
    
    
    13Section 7.1 In General
    
    
    13Section 7.2 Vesting Date
    
    
    14Section 7.3 Dividend Rights
    
    
    15Section 7.4 Voting Rights
    
    
    15Section 7.5 Designation of Beneficiary
    
    
    15Section 7.6 Manner of Distribution of Awards
    
    
    15ARTICLE VIII SPECIAL TAX PROVISION
    
    
    15Section 8.1 Tax Withholding Rights
    
    
    15ARTICLE IX AMENDMENT AND TERMINATION
    
    
    15Section 9.1 Termination
    
    
    15
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PageSection 9.2 Amendment
    
    
    16Section 9.3 Adjustments in the Event of Business Reorganization
    
    
    16ARTICLE X MISCELLANEOUS
    
    
    16Section 10.1 Status as an Employee Benefit Plan
    
    
    16Section 10.2 No Right to Continued Employment
    
    
    16Section 10.3 Construction of Language
    
    
    17Section 10.4 Governing Law
    
    
    17Section 10.5 Headings
    
    
    17Section 10.6 Non-Alienation of Benefits
    
    
    17Section 10.7 Notices
    
    
    17Section 10.8 Approval of Shareholders
    
    
    17
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Heritage Financial Group
 2006 Equity Incentive Plan
 ARTICLE I
 PURPOSE
 Section 1.1 General Purpose of the Plan.
  ARTICLE II
DEFINITIONS
  Affiliate
 Award
 Award Agreement
 Beneficiary
 Board
 Change in Control
     Code
 Committee
 3




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Company
 Disability
 Effective Date
 Exchange Act
 Exercise Period
 Exercise Price
 Fair Market Value
    Family Member
   Incentive Stock Option
 Non-Qualified Stock Option
 Option
 Option Holder
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Participant
 Permitted Transferee
 Person
 Plan
 Qualified Domestic Relations Order
          Restricted Stock Award
 Service
 Share
 Share Unit
 Stock Appreciation Right
 Stock Appreciation Right Holder
 Termination for Cause
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Vesting Date
 ARTICLE III
 AVAILABLE SHARES
 Section 3.1 Shares Available Under the Plan.
  Section 3.2 Shares Available for Options and Stock Appreciation Rights.
  Section 3.3 Shares Available for Restricted Stock Awards.
  Section 3.4 Additional OTS Restrictions.
       6




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Section 3.5 Computation of Shares Issued.
  ARTICLE IV
 ADMINISTRATION
 Section 4.1 Committee.
    Section 4.2 Committee Powers.
       ARTICLE V
 STOCK OPTIONS
 Section 5.1 Grant of Options.
  7




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Section 5.2 Size of Option.
  Section 5.3 Exercise Price.
 provided, however,
 Section 5.4 Exercise Period.
        Section 5.5 Vesting Date.
   8




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Section 5.6 Additional Restrictions on Incentive Stock Options.
      Section 5.7 Method of Exercise.
 provided, however,
      9




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Section 5.8 Limitations on Options.
 provided,
however,
     10




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Section 5.9 Prohibition Against Option Repricing.
  ARTICLE VI
 STOCK APPRECIATION RIGHTS
 Section 6.1 Grant of Stock Appreciation Rights.
         Section 6.2 Size of Stock Appreciation Right.
  Section 6.3 Exercise Price.
 provided, however,
 Section 6.4 Exercise Period.
    11




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Section 6.5 Vesting Date.
      Section 6.6 Method of Exercise.
     12




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Section 6.7 Limitations on Stock Appreciation Rights.
 provided, however,
     Section 6.8 Prohibition Against Stock Appreciation Right Repricing.
  ARTICLE VII
 RESTRICTED STOCK AWARDS
 Section 7.1 In General.
   13




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Section 7.2 Vesting Date.
      14




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Section 7.3 Dividend Rights.
  Section 7.4 Voting Rights.
  Section 7.5 Designation of Beneficiary.
  Section 7.6 Manner of Distribution of Awards.
  ARTICLE VIII
 SPECIAL TAX PROVISION
 Section 8.1 Tax Withholding Rights.
  ARTICLE IX
 AMENDMENT AND TERMINATION
 Section 9.1 Termination
  15




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Section 9.2 Amendment.
  Section 9.3 Adjustments in the Event of Business Reorganization.
      ARTICLE X
 MISCELLANEOUS
 Section 10.1 Status as an Employee Benefit Plan.
  Section 10.2 No Right to Continued Employment.
  16




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Section 10.3 Construction of Language.
  Section 10.4 Governing Law.
  Section 10.5 Headings.
  Section 10.6 Non-Alienation of Benefits.
  Section 10.7 Notices.
   
  Section 10.8 Approval of Shareholders.
  17