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                                                                    EXHIBIT 10.5


                           CRESCENT BANKING COMPANY
                 2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


     1.  Purpose.  The purpose of the Crescent Banking Company 2001 Non-Employee
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Director Stock Option Plan (the "Plan") is to advance the interests of Crescent
Banking Company (the "Company") by encouraging ownership of the Company's $1.00
par value common stock (the "Common Stock") by non-employee directors of the
Company and its wholly-owned subsidiary, Crescent Bank and Trust Company (the
"Bank"), thereby giving such directors an increased incentive to devote their
efforts to the success of the Company and the Bank.

     2.  Administration.  The Plan shall be administered by the Compensation
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Committee of the Board of Directors (the "Committee").  Subject to the
provisions of the Plan, the Committee shall be authorized to interpret the Plan,
to establish, amend and rescind any rules and regulations relating to the Plan,
and to make all other determinations necessary or advisable for the
administration of the Plan; provided, however, that the Committee shall have no
discretion with respect to the eligibility or selection of Non-Employee
Directors to receive awards under the Plan, the number of shares subject to any
such awards or the time at which any such awards are to be granted.  The
Committee's interpretation of the Plan, and all actions taken and determinations
made by the Committee pursuant to the powers vested in it hereunder, shall be
conclusive and binding upon all parties concerned including the Company, its
stockholders and persons granted awards under the Plan.  The Committee may
appoint a plan administrator to carry out the ministerial functions of the Plan,
but the administrator shall have no other authority or powers of the Committee.
Notwithstanding the foregoing, the Company's Board shall exercise any and all
rights, duties and powers of the Committee under the Plan to the extent required
by the applicable exemptive conditions of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended, as determined by the Board its sole
discretion.

     3.  Eligibility.  All active Non-Employee Directors shall be eligible to
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participate in the Plan.  For purposes of this Plan, a "Non-Employee Director"
shall mean each member of the Company's Board of Directors or the Bank's Board
of Directors who is not an employee of the Company or the Bank.  A Non-Employee
Director to whom an option is granted under the Plan shall be referred to
hereinafter as a "Grantee."

     4.  Shares Subject to Plan.  The shares subject to the Plan shall be
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authorized but unissued or reacquired shares of the Company's Common Stock.
Subject to adjustment in accordance with the provisions of Section 6 of the
Plan, the maximum number of shares of Common Stock that may be issued under the
Plan shall be 100,000, and the initial adoption of the Plan by the Board of
Directors of the Company shall constitute a reservation of 100,000 authorized
but unissued, or reacquired, shares of Common Stock for issuance under the Plan.
In the event that any outstanding option or award granted under the Plan for any
reason expires or is terminated prior to the end of the period during which
option or award
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may be exercised or paid under the Plan, the shares of Common Stock allocable to
the unexercised portion of such option or award may again be issued under the
Plan.

     5.  Terms and Conditions of Options.  Options granted pursuant to the Plan
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shall be evidenced by Stock Option Agreements in such form as shall comply with
and be subject to the following terms and conditions:

     (a) Grant.  Each Non-Employee Director shall be granted an option to
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purchase 750 shares of the Company's Common Stock, subject to adjustment as
provided in Section 6, on the date such person first becomes a Non-Employee
Director.  In addition, as of the day following the first annual meeting of the
Company's shareholders that occurs more than one year after the person first
becomes a Non-Employee Director and on the day following each subsequent annual
meeting of the Company's shareholders, if such person is serving as a Non-
Employee Director as of such date, such Non-Employee Director shall be granted
an option to purchase 750 shares of the Company's Common Stock, subject to
adjustment as provided in Section 6.  Each such day that options are to be
granted under the Plan is referred to hereinafter as a "Grant Date."
Notwithstanding the foregoing, the grant of options pursuant to the Plan during
any given year shall be offset by any options issued to Non-Employee Directors
during such year under the Company's 1995 Plan for Outside Directors.

     If on any Grant Date, shares of Common Stock are not available under this
Plan to grant to Non-Employee Directors the full amount of a grant contemplated
by the immediately preceding paragraph, then each Non-Employee Director shall
receive an option (a "Reduced Grant") to purchase shares of Common Stock in an
amount equal to the number of shares of Common Stock then available under the
Plan divided by the number of Non-Employee Directors as of the applicable Grant
Date, rounded down to the nearest share.

     If a Reduced Grant has been made and, thereafter, during the term of this
Plan, additional shares of Common Stock become available for grant (e.g.,
because of the forfeiture or lapse of an option), then each person who was a
Non-Employee Director both on the Grant Date on which the Reduced Grant was made
and on the date additional shares of Common Stock become available (a
"Continuing Non-Employee Director") shall receive an additional option to
purchase shares of Common Stock.  The number of newly available shares shall be
divided equally among the options granted to the Continuing Non-Employee
Directors; provided, however, that the aggregate number of shares of Common
Stock subject to a Continuing Non-Employee Director's additional option plus any
prior Reduced Grant to the Continuing Non-Employee Director on the applicable
Grant Date shall not exceed 500 shares (subject to adjustment pursuant to
Section 6).  If more than one Reduced Grant has been made, available options
shall be granted beginning with the earliest such Grant Date.

     (b) Option Price.  The option price for each option granted under the Plan
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shall be 105% the Fair Market Value (as defined below) of the shares of Common
Stock subject to the option on the date of grant of the option.  For purposes of
the Plan, the "Fair Market

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

     (c) Term.  Each option granted under the Plan shall, to the extent not
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previously exercised, terminate and expire on the date ten (10) years after the
date of grant of the option, unless earlier terminated as provided hereinafter
in Section 5(g).

     (d) Exercisability.  Each option granted under this Plan shall be
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immediately exercisable, in whole or in part.

     (e) Method of Exercise.  All options granted under the Plan shall be
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exercised by an irrevocable written notice directed to the Secretary of the
Company at the Company's principal place of business.  Except in the case of a
"cashless exercise" through a broker, as described below, such written notice
shall be accompanied by payment in full in cash or by check of the option price
for the shares for which such option is being exercised. To the extent permitted
under Regulation T of the Federal Reserve Board, and subject to applicable
securities laws and the Company's adoption of such program in connection with
the Plan, the Option may be exercised through a broker in a so-called "cashless
exercise" whereby the broker sells the Option shares and delivers cash sales
proceeds to the Company in payment of the exercise price.  In such case, the
date of exercise shall be deemed to be the date on which notice of exercise is
received by the Company, and the exercise price shall be delivered to the
Company on the settlement date.  The Company shall make delivery of certificates
representing the shares for which an option has been exercised within a
reasonable period of time; provided, however, that if any law, regulation or
agreement requires the Company to take any action with respect to the shares for
which an option has been exercised before the issuance thereof, then the date of
delivery of such shares shall be extended for the period necessary to take such
action.  Certificates representing shares for which options are exercised under
the Plan may bear such restrictive legends as may be necessary or desirable in
order to comply with applicable federal and state securities laws.  Nothing
contained in the Plan shall be construed to require the Company to register any
shares of Common Stock underlying options granted under this Plan.

     (f) Effect of Termination of Directorship.  Upon termination of any
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Grantee's membership on the Board of Directors of the Company or the Bank for
any reason other than for cause, the options held by the Grantee under the Plan
shall continue uninterrupted until the date of expiration of the options as
provided by Section 5(d) of the Plan.  If the Grantee's

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membership on the Board of Directors of the Company or the Bank is terminated
for cause, all options granted to such Grantee shall expire upon such
termination.

     (g) Transferability of Options.  Any option granted pursuant to the Plan
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shall be assignable or transferable by the Grantee by will, by the laws of
descent and distribution, or pursuant to a domestic relations order that would
satisfy Section 414(p)(1)(A) of the Internal Revenue Code of 1986, as amended,
if such provision applied to an option under the Plan.  In addition, any option
granted pursuant to the Plan shall be transferable by the Grantee to any of the
following permitted transferees, upon such reasonable terms and conditions as
the Board of Directors or the Committee may establish: any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person
sharing the Grantee's household (other than a tenant or employee), a trust in
which these persons (or the Grantee) have more than fifty percent of the
beneficial interests, a foundation in which these persons (or the Grantee)
control the management of assets, and any other entity in which these persons
(or the Grantee) own more than fifty percent of the voting interests.

     (h) Rights as Shareholder.  Neither the Grantee nor the Grantee's
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Successors shall have rights as a shareholder of the Company with respect to
shares of Common Stock covered by the Grantee's option until the Grantee or the
Grantee's Successors become the holder of record of such shares.

     (i) No Options after Ten Years.  No options shall be granted except within
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a period of ten (10) years after the effective date of the Plan.

     6.  Adjustments.  In the event a stock dividend is declared upon the Common
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Stock, the shares of Common Stock then subject to each option or award shall be
increased proportionately without any change in the aggregate purchase price
therefor.  In the event the Common Stock shall be changed into or exchanged for
a different number or class of shares of stock or securities of the Company or
of another corporation, whether through reorganization, recapitalization,
reclassification, share exchange, stock split-up, spin-off, combination of
shares, merger or consolidation, there shall be substituted for each such share
of Common Stock then subject to each option the number and class of shares into
which each outstanding share of Common Stock shall be so exchanged, all without
any change in the aggregate purchase price for the shares then subject to each
option or award, or there shall be made such other equitable adjustment as the
Board of Directors shall approve.

     7.  Withholding. Whenever the Company issues shares under the Plan, the
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Company shall have the right to withhold from sums due the recipient, or to
require the recipient to remit to the Company, any amount sufficient to satisfy
any federal, state, local and/or applicable withholding tax requirements prior
to the delivery of any certificate for such shares.

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     8.  Effective Date and Termination of Plan.
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     (a) Effective Date.  The Plan shall become effective upon approval of the
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same by the Board of Directors of the Company, subject to approval of the Plan
by the shareholders of the Company no later than the first annual meeting of
shareholders held after approval of the Plan by the Board of Directors.

     (b) Termination.  The Plan shall terminate on the second day following the
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2011 Annual Meeting, but the Board of Directors may terminate the Plan at any
time prior to such date.  No amendment modification or termination of the Plan
shall adversely affect the rights of the persons who have outstanding options or
awards without the consent of such persons.

     9.  No Obligation to Exercise Option.  The granting of an option shall
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impose no obligation upon the Grantee to exercise such option.

     10. Amendment.  The Board of Directors may, at any time and from time to
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time, amend or modify the Plan without shareholder approval; provided, however,
that the Board of Directors may condition any amendment or modification on the
approval of shareholders of the Company if such approval is necessary or deemed
advisable with respect to tax, securities or other applicable laws, policies or
regulations.  Any amendment or modification to the Plan shall not, without the
written consent of the grantee, affect such grantee's rights under any option or
award theretofore granted to such Grantee.

     The foregoing is hereby acknowledged as being the Crescent Banking Company
2001 Non-Employee Director Stock Option Plan as adopted by the Board of
Directors of the Company on February 22, 2001.

                              CRESCENT BANKING COMPANY

                               /s/
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                              By:
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                              Its:
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