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                                                                    EXHIBIT 10.6

                           CRESCENT BANKING COMPANY
                         2001 LONG-TERM INCENTIVE PLAN

                                   ARTICLE 1
                                    PURPOSE

     1.1  GENERAL.  The purpose of the Crescent Banking Company 2001 Long-Term
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Incentive Plan (the "Plan") is to promote the success, and enhance the value, of
Crescent Banking Company (the "Corporation"), by linking the personal interests
of its employees, officers, directors, and consultants to those of Corporation
shareholders and by providing such persons with an incentive for outstanding
performance.  The Plan is further intended to provide flexibility to the
Corporation in its ability to motivate, attract, and retain the services of
employees, officers, directors, and consultants upon whose judgment, interest,
and special effort the successful conduct of the Corporation's operation is
largely dependent.  Accordingly, the Plan permits the grant of incentive awards
from time to time to selected employees and officers, directors and consultants.

                                   ARTICLE 2
                                EFFECTIVE DATE

     2.1  EFFECTIVE DATE.  The Plan shall be effective as of the date upon which
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it shall be approved by the Board (the "Effective Date").  However, the Plan
shall be submitted to the shareholders of the Corporation for approval within 12
months of the Board's approval thereof.  No Incentive Stock Options granted
under the Plan may be exercised prior to approval of the Plan by the
shareholders and if the shareholders fail to approve the Plan within 12 months
of the Board's approval thereof, any Incentive Stock Options previously granted
hereunder shall be automatically converted to Non-Qualified Stock Options
without any further act.  In the discretion of the Committee, Awards may be made
to Covered Employees which are intended to constitute qualified performance-
based compensation under Code Section 162(m).  Any such Awards shall be
contingent upon the shareholders having approved the Plan.

                                   ARTICLE 3
                                  DEFINITIONS

     3.1  DEFINITIONS.  When a word or phrase appears in this Plan with the
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initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this
Section or in Section 1.1 unless a clearly different meaning is required by the
context.  The following words and phrases shall have the following meanings:

          (a) "Award" means any Option, Stock Appreciation Right, Restricted
     Stock Award, Performance Share Award, Dividend Equivalent Award, or Other
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     Stock-Based Award, or any other right or interest relating to Stock or
     cash, granted to a Participant under the Plan.

          (b) "Award Agreement" means any written agreement, contract, or other
     instrument or document evidencing an Award.

          (c) "Board" means the Board of Directors of the Corporation.

          (d) "Change of Control" means and includes the occurrence of any one
     of the following events:

              (i)  individuals who, at the Effective Date, constitute the Board
          (the "Incumbent Directors") cease for any reason to constitute at
          least a majority of the Board, provided that any person becoming a
          director after the Effective Date and whose election or nomination for
          election was approved by a vote of at least a majority of the
          Incumbent Directors then on the Board (either by a specific vote or by
          approval of the proxy statement of the Corporation in which such
          person is named as a nominee for director, without written objection
          to such nomination) shall be an Incumbent Director; provided, however,
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          that no individual initially elected or nominated as a director of the
          Corporation as a result of an actual or threatened election contest
          (as described in Rule 14a-11 under the 1934 Act ("Election Contest")
          or other actual or threatened solicitation of proxies or consents by
          or on behalf of any "person" (as such term is defined in Section
          3(a)(9) of the 1934 Act and as used in Section 13(d)(3) and 14(d)(2)
          of the 1934 Act) other than the Board ("Proxy Contest"), including by
          reason of any agreement intended to avoid or settle any Election
          Contest or Proxy Contest, shall be deemed an Incumbent Director;

              (ii)  any person becomes a "beneficial owner" (as defined in Rule
          13d-3 under the 1934 Act), directly or indirectly, of securities of
          the Corporation representing 35% or more of the combined voting power
          of the Corporation's then outstanding securities eligible to vote for
          the election of the Board (the "Company Voting Securities"); provided,
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          however, that the event described in this paragraph (ii) shall not be
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          deemed to be a Change in Control of the Corporation by virtue of any
          of the following acquisitions: (A) any acquisition by a person who is
          on the Effective Date the beneficial owner of 35% or more of the
          outstanding Company Voting Securities, (B) an acquisition by the
          Corporation which reduces the number of Company Voting Securities
          outstanding and thereby results in any person acquiring beneficial
          ownership of more than 35% of the outstanding Company Voting
          Securities; provided, that if after such acquisition by the
                      --------  ----
          Corporation such person becomes the beneficial owner of additional
          Company Voting Securities that increases the

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          percentage of outstanding Company Voting Securities beneficially owned
          by such person, a Change in Control of the Corporation shall then
          occur, (C) an acquisition by any employee benefit plan (or related
          trust) sponsored or maintained by the Corporation or any Parent or
          Subsidiary, (D) an acquisition by an underwriter temporarily holding
          securities pursuant to an offering of such securities, or (E) an
          acquisition pursuant to a Non-Qualifying Transaction (as defined in
          paragraph (iii)); or

              (iii)  the consummation of a reorganization, merger,
          consolidation, statutory share exchange or similar form of corporate
          transaction involving the Corporation that requires the approval of
          the Corporation's shareholders, whether for such transaction or the
          issuance of securities in the transaction (a "Reorganization"), or the
          sale or other disposition of all or substantially all of the
          Corporation's assets to an entity that is not an affiliate of the
          Corporation (a "Sale"), unless immediately following such
          Reorganization or Sale: (A) more than 50% of the total voting power of
          (x) the corporation resulting from such Reorganization or the
          corporation which has acquired all or substantially all of the assets
          of the Corporation (in either case, the "Surviving Corporation"), or
          (y) if applicable, the ultimate parent corporation that directly or
          indirectly has beneficial ownership of 100% of the voting securities
          eligible to elect directors of the Surviving Corporation (the "Parent
          Corporation"), is represented by the Corporation Voting Securities
          that were outstanding immediately prior to such Reorganization or Sale
          (or, if applicable, is represented by shares into which such Company
          Voting Securities were converted pursuant to such Reorganization or
          Sale), and such voting power among the holders thereof is in
          substantially the same proportion as the voting power of such Company
          Voting Securities among the holders thereof immediately prior to the
          Reorganization or Sale, (B) no person (other than (x) the Corporation,
          (y) any employee benefit plan (or related trust) sponsored or
          maintained by the Surviving Corporation or the Parent Corporation, or
          (z) a person who immediately prior to the Reorganization or Sale was
          the beneficial owner of 35% or more of the outstanding Company Voting
          Securities) is the beneficial owner, directly or indirectly, of 35% or
          more of the total voting power of the outstanding voting securities
          eligible to elect directors of the Parent Corporation (or, if there is
          no Parent Corporation, the Surviving Corporation), and (C) at least a
          majority of the members of the board of directors of the Parent
          Corporation (or, if there is no Parent Corporation, the Surviving
          Corporation) following the consummation of the Reorganization or Sale
          were Incumbent Directors at the time of the Board's approval of the
          execution of the initial agreement providing for such Reorganization
          or Sale (any Reorganization or Sale which satisfies all of the
          criteria specified in (A), (B) and (C) above shall be deemed to be a
          "Non-Qualifying Transaction"); or

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              (iv)  approval by the shareholders of the Corporation of a
          complete liquidation or dissolution of the Corporation.

          (e) "Code" means the Internal Revenue Code of 1986, as amended from
     time to time.

          (f) "Committee" means the committee of the Board described in Article
     4.

          (g) "Corporation" means Crescent Banking Company, a Georgia
     corporation.

          (h) "Covered Employee" means a covered employee as defined in Code
     Section 162(m)(3).

          (i) "Disability" shall mean any illness or other physical or mental
     condition of a Participant that renders the Participant incapable of
     performing his customary and usual duties for the Corporation, or any
     medically determinable illness or other physical or mental condition
     resulting from a bodily injury, disease or mental disorder which, in the
     judgment of the Committee, is permanent and continuous in nature.  The
     Committee may require such medical or other evidence as it deems necessary
     to judge the nature and permanency of the Participant's condition.
     Notwithstanding the above, with respect to an Incentive Stock Option,
     Disability shall mean Permanent and Total Disability as defined in Section
     22(e)(3) of the Code.

          (j) "Dividend Equivalent" means a right granted to a Participant under
     Article 11.

          (k) "Effective Date" has the meaning assigned such term in Section
     2.1.

          (l) "Fair Market Value", on any date, means (i) if the 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 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 the Stock is not quoted on Nasdaq or 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 Committee determines in good faith to be reasonable.

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          (m) "Incentive Stock Option" means an Option that is intended to meet
     the requirements of Section 422 of the Code or any successor provision
     thereto.

          (n) "Non-Qualified Stock Option" means an Option that is not an
     Incentive Stock Option.

          (o) "Option" means a right granted to a Participant under Article 7 of
     the Plan to purchase Stock at a specified price during specified time
     periods.  An Option may be either an Incentive Stock Option or a Non-
     Qualified Stock Option.

          (p) "Other Stock-Based Award" means a right, granted to a Participant
     under Article 12, that relates to or is valued by reference to Stock or
     other Awards relating to Stock.

          (q) "Parent" means a corporation which owns or beneficially owns a
     majority of the outstanding voting stock or voting power of the
     Corporation. Notwithstanding the above, with respect to an Incentive Stock
     Option, Parent shall have the meaning set forth in Section 424(e) of the
     Code.

          (r) "Participant" means a person who, as an employee, officer,
     director, or consultant of the Corporation or any Parent or Subsidiary, has
     been granted an Award under the Plan.

          (s) "Performance Share" means a right granted to a Participant under
     Article 9, to receive cash, Stock, or other Awards, the payment of which is
     contingent upon achieving certain performance goals established by the
     Committee.

          (t) "Plan" means the Crescent Banking Company 2001 Long-Term Incentive
     Plan, as amended from time to time.

          (u) "Restricted Stock Award" means Stock granted to a Participant
     under Article 10 that is subject to certain restrictions and to risk of
     forfeiture.

          (v) "Stock" means the $1.00 par value Common Stock of the Corporation,
     and such other securities of the Corporation as may be substituted for
     Stock pursuant to Article 14.

          (w) "Stock Appreciation Right" or "SAR" means a right granted to a
     Participant under Article 8 to receive a payment equal to the difference
     between the Fair Market Value of a share of Stock as of the date of
     exercise of the SAR over the grant price of the SAR, all as determined
     pursuant to Article 8.

          (x) "Subsidiary" means any corporation, limited liability company,
     partnership or other entity of which a majority of the outstanding voting
     stock or

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     voting power is beneficially owned directly or indirectly by the
     Corporation. Notwithstanding the above, with respect to an Incentive Stock
     Option, Subsidiary shall have the meaning set forth in Section 424(f) of
     the Code.

          (y) "1933 Act" means the Securities Act of 1933, as amended from time
     to time.

          (z) "1934 Act" means the Securities Exchange Act of 1934, as amended
     from time to time.

                                   ARTICLE 4
                                ADMINISTRATION

     4.1  COMMITTEE.  The Plan shall be administered by a committee (the
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"Committee") appointed by the Board (which Committee shall consist of two or
more directors) or, at the discretion of the Board from time to time, the Plan
may be administered by the Board.  It is intended that the directors appointed
to serve on the Committee shall be "non-employee directors" (within the meaning
of Rule 16b-3 promulgated under the 1934 Act) and "outside directors" (within
the meaning of Code Section 162(m) and the regulations thereunder) to the extent
that Rule 16b-3 and, if necessary for relief from the limitation under Code
Section 162(m) and such relief is sought by the Corporation, Code Section
162(m), respectively, are applicable.  However, the mere fact that a Committee
member shall fail to qualify under either of the foregoing requirements shall
not invalidate any Award made by the Committee which Award is otherwise validly
made under the Plan.  The members of the Committee shall be appointed by, and
may be changed at any time and from time to time in the discretion of, the
Board.  During any time that the Board is acting as administrator of the Plan,
it shall have all the powers of the Committee hereunder, and any reference
herein to the Committee (other than in this Section 4.1) shall include the
Board.

     4.2  ACTION BY THE COMMITTEE.  For purposes of administering the Plan, the
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following rules of procedure shall govern the Committee.  A majority of the
Committee shall constitute a quorum.  The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee.  Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Corporation or
any Parent or Subsidiary, the Corporation's independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Corporation to assist in the administration of the Plan.

     4.3  AUTHORITY OF COMMITTEE.  Except as provided below, the Committee has
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the exclusive power, authority and discretion to:

          (a)  Designate Participants;

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          (b) Determine the type or types of Awards to be granted to each
     Participant;

          (c) Determine the number of Awards to be granted and the number of
     shares of Stock to which an Award will relate;

          (d) Determine the terms and conditions of any Award granted under the
     Plan, including but not limited to, the exercise price, grant price, or
     purchase price, any restrictions or limitations on the Award, any schedule
     for lapse of forfeiture restrictions or restrictions on the exercisability
     of an Award, and accelerations or waivers thereof, based in each case on
     such considerations as the Committee in its sole discretion determines;

          (e) Accelerate the vesting, exercisability, or lapse of restrictions
     of any outstanding Award, based in each case on such considerations as the
     Committee in its sole discretion determines;

          (f) Determine whether, to what extent, and under what circumstances an
     Award may be settled in, or the exercise price of an Award may be paid in,
     cash, Stock, other Awards, or other property, or an Award may be canceled,
     forfeited, or surrendered;

          (g) Prescribe the form of each Award Agreement, which need not be
     identical for each Participant;

          (h) Decide all other matters that must be determined in connection
     with an Award;

          (i) Establish, adopt or revise any rules and regulations as it may
     deem necessary or advisable to administer the Plan;

          (j) Make all other decisions and determinations that may be required
     under the Plan or as the Committee deems necessary or advisable to
     administer the Plan; and

          (k) Amend the Plan or any Award Agreement as provided herein.

     Not withstanding the above, the Board or the Committee may expressly
delegate to a special committee consisting of one or more directors who are also
officers of the Corporation some or all of the Committee's authority under
subsections (a) through (g) above with respect to those eligible Participants
who, at the time of grant are not, and are not anticipated to be become, either
(i) Covered Employees or (ii) persons subject to the insider trading
restrictions of Section 16 of the 1934 Act.

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     4.4. DECISIONS BINDING.  The Committee's interpretation of the Plan, any
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Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

                                   ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

     5.1. NUMBER OF SHARES.  Subject to adjustment as provided in Section 14.1,
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the aggregate number of shares of Stock reserved and available for Awards or
which may be used to provide a basis of measurement for or to determine the
value of an Award (such as with a Stock Appreciation Right or Performance Share
Award) shall be 300,000, of which not more than 25% may be granted as Awards of
Restricted Stock or unrestricted Stock Awards, and not more than 300,000 shares
of Stock shall be granted in the form of Incentive Stock Options.

     5.2. LAPSED AWARDS.  To the extent that an Award is canceled, terminates,
          -------------
expires, is forfeited, or lapses for any reason, any shares of Stock subject to
the Award will again be available for the grant of an Award under the Plan and
shares subject to SARs or other Awards settled in cash will be available for the
grant of an Award under the Plan.

     5.3. STOCK DISTRIBUTED.  Any Stock distributed pursuant to an Award may
          -----------------
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.

     5.4. LIMITATION ON AWARDS.  Notwithstanding any provision in the Plan to
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the contrary (but subject to adjustment as provided in Section 14.1), the
maximum number of shares of Stock with respect to one or more Options and/or
SARs that may be granted during any one calendar year under the Plan to any one
Participant shall be 50,000.  The maximum fair market value (measured as of the
date of grant) of any Awards other than Options and SARs that may be received by
any one Participant (less any consideration paid by the Participant for such
Award) during any one calendar year under the Plan shall be $500,000.

                                   ARTICLE 6
                                  ELIGIBILITY

     6.1. GENERAL.  Awards may be granted only to individuals who are employees,
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officers, directors, or consultants of the Corporation or a Parent or
Subsidiary.

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                                   ARTICLE 7
                                 STOCK OPTIONS

     7.1. GENERAL.  The Committee is authorized to grant Options to Participants
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on the following terms and conditions:

          (a) EXERCISE PRICE.  The exercise price per share of Stock under an
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     Option shall be determined by the Committee, provided that the exercise
     price for any Option shall not be less than the Fair Market Value as of the
     date of the grant.

          (b) TIME AND CONDITIONS OF EXERCISE.  The Committee shall determine
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     the time or times at which an Option may be exercised or vested in whole or
     in part.  The Committee also shall determine the performance or other
     conditions, if any, that must be satisfied before all or part of an Option
     may be exercised or vested.  The Committee may waive any exercise
     provisions at any time in whole or in part based upon factors as the
     Committee may determine in its sole discretion so that the Option becomes
     exercisable or vested at an earlier date.  The Committee may permit an
     arrangement whereby receipt of Stock upon exercise of an Option is delayed
     until a specified future date

          (c) PAYMENT.  The Committee shall determine the methods by which the
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     exercise price of an Option may be paid, the form of payment, including,
     without limitation, cash, shares of Stock, or other property (including
     "cashless exercise" arrangements), and the methods by which shares of Stock
     shall be delivered or deemed to be delivered to Participants; provided,
     however, that if shares of Stock are used to pay the exercise price of an
     Option, such shares must have been held by the Participant for at least six
     months.

          (d) EVIDENCE OF GRANT.  All Options shall be evidenced by a written
              -----------------
     Award Agreement between the Corporation and the Participant.  The Award
     Agreement shall include such provisions, not inconsistent with the Plan, as
     may be specified by the Committee.

          (e) EXERCISE TERM.  In no event may any Option be exercisable for more
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     than ten years from the date of its grant.

     7.2. INCENTIVE STOCK OPTIONS.  The terms of any Incentive Stock Options
          -----------------------
granted under the Plan must comply with the following additional rules:

          (a) EXERCISE PRICE.  The exercise price per share of Stock shall be
              --------------
     set by the Committee, provided that the exercise price for any Incentive
     Stock Option shall not be less than the Fair Market Value as of the date of
     the grant.

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          (b) EXERCISE.  In no event may any Incentive Stock Option be
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     exercisable for more than ten years from the date of its grant.

          (c) LAPSE OF OPTION.  An Incentive Stock Option shall lapse under the
              ---------------
     earliest of the following circumstances; provided, however, that the
     Committee may, prior to the lapse of the Incentive Stock Option under the
     circumstances described in paragraphs (3), (4) and (5) below, provide in
     writing that the Option will extend until a later date, but if an Option is
     exercised after the dates specified in paragraphs (3), (4) and (5) below,
     it will automatically become a Non-Qualified Stock Option:

               (1) The Incentive Stock Option shall lapse as of the option
          expiration date set forth in the Award Agreement.

               (2) The Incentive Stock Option shall lapse ten years after it is
          granted, unless an earlier time is set in the Award Agreement.

               (3) If the Participant terminates employment for any reason other
          than as provided in paragraph (4) or (5) below, the Incentive Stock
          Option shall lapse, unless it is previously exercised, three months
          after the Participant's termination of employment; provided, however,
          that if the Participant's employment is terminated by the Corporation
          for cause (as determined by the Corporation), the Incentive Stock
          Option shall (to the extent not previously exercised) lapse
          immediately.

               (4) If the Participant terminates employment by reason of his
          Disability, the Incentive Stock Option shall lapse, unless it is
          previously exercised, one year after the Participant's termination of
          employment.

               (5) If the Participant dies while employed, or during the three-
          month period described in paragraph (3) or during the one-year period
          described in paragraph (4) and before the Option otherwise lapses, the
          Option shall lapse one year after the Participant's death.  Upon the
          Participant's death, any exercisable Incentive Stock Options may be
          exercised by the Participant's beneficiary, determined in accordance
          with Section 13.5.

          Unless the exercisability of the Incentive Stock Option is accelerated
     as provided in Article 13, if a Participant exercises an Option after
     termination of employment, the Option may be exercised only with respect to
     the shares that were otherwise vested on the Participant's termination of
     employment.

          (d) INDIVIDUAL DOLLAR LIMITATION.  The aggregate Fair Market Value
              ----------------------------
     (determined as of the time an Award is made) of all shares of Stock

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     with respect to which Incentive Stock Options are first exercisable by a
     Participant in any calendar year may not exceed $100,000.

          (e) TEN PERCENT OWNERS.  No Incentive Stock Option shall be granted to
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     any individual who, at the date of grant, owns stock possessing more than
     ten percent of the total combined voting power of all classes of stock of
     the Corporation or any Parent or Subsidiary unless the exercise price per
     share of such Option is at least 110% of the Fair Market Value per share of
     Stock at the date of grant and the Option expires no later than five years
     after the date of grant.

          (f) EXPIRATION OF INCENTIVE STOCK OPTIONS.  No Award of an Incentive
              -------------------------------------
     Stock Option may be made pursuant to the Plan after the day immediately
     prior to the tenth anniversary of the Effective Date.

          (g) RIGHT TO EXERCISE.  During a Participant's lifetime, an Incentive
              -----------------
     Stock Option may be exercised only by the Participant or, in the case of
     the Participant's Disability, by the Participant's guardian or legal
     representative.

          (h) DIRECTORS.  The Committee may not grant an Incentive Stock Option
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     to a non-employee director.  The Committee may grant an Incentive Stock
     Option to a director who is also an employee of the Corporation or Parent
     or Subsidiary but only in that individual's position as an employee and not
     as a director.

                                   ARTICLE 8
                           STOCK APPRECIATION RIGHTS

     8.1. GRANT OF STOCK APPRECIATION RIGHTS.  The Committee is authorized to
          ----------------------------------
grant Stock Appreciation Rights to Participants on the following terms and
conditions:

          (a) RIGHT TO PAYMENT.  Upon the exercise of a Stock Appreciation
              ----------------
     Right, the Participant to whom it is granted has the right to receive the
     excess, if any, of:

              (1) The Fair Market Value of one share of Stock on the date of
         exercise; over

              (2) The grant price of the Stock Appreciation Right as determined
         by the Committee, which shall not be less than the Fair Market Value of
         one share of Stock on the date of grant in the case of any Stock
         Appreciation Right related to an Incentive Stock Option.

          (b) OTHER TERMS.  All awards of Stock Appreciation Rights shall be
              -----------
     evidenced by an Award Agreement.  The terms, methods of exercise, methods

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     of settlement, form of consideration payable in settlement, and any other
     terms and conditions of any Stock Appreciation Right shall be determined by
     the Committee at the time of the grant of the Award and shall be reflected
     in the Award Agreement.

                                   ARTICLE 9
                              PERFORMANCE SHARES

     9.1. GRANT OF PERFORMANCE SHARES.  The Committee is authorized to grant
          ---------------------------
Performance Shares to Participants on such terms and conditions as may be
selected by the Committee.  The Committee shall have the complete discretion to
determine the number of Performance Shares granted to each Participant.  All
Awards of Performance Shares shall be evidenced by an Award Agreement.

     9.2. RIGHT TO PAYMENT.  A grant of Performance Shares gives the Participant
          ----------------
rights, valued as determined by the Committee, and payable to, or exercisable
by, the Participant to whom the Performance Shares are granted, in whole or in
part, as the Committee shall establish at grant or thereafter.  The Committee
shall set performance goals and other terms or conditions to payment of the
Performance Shares in its discretion which, depending on the extent to which
they are met, will determine the number and value of Performance Shares that
will be paid to the Participant.

     9.3. OTHER TERMS.  Performance Shares may be payable in cash, Stock, or
          -----------
other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Agreement.

                                  ARTICLE 10
                            RESTRICTED STOCK AWARDS

     10.1.  GRANT OF RESTRICTED STOCK.  The Committee is authorized to make
            -------------------------
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee.  All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.

     10.2.  ISSUANCE AND RESTRICTIONS.  Restricted Stock shall be subject to
            -------------------------
such restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.

     10.3.  FORFEITURE.  Except as otherwise determined by the Committee at the
            ----------
time of the grant of the Award or thereafter, upon termination of employment
during the

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applicable restriction period or upon failure to satisfy a performance goal
during the applicable restriction period, Restricted Stock that is at that time
subject to restrictions shall be forfeited and reacquired by the Corporation;
provided, however, that the Committee may provide in any Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be
waived in whole or in part in the event of terminations resulting from specified
causes, and the Committee may in other cases waive in whole or in part
restrictions or forfeiture conditions relating to Restricted Stock.

     10.4.  CERTIFICATES FOR RESTRICTED STOCK.  Restricted Stock granted under
            ---------------------------------
the Plan may be evidenced in such manner as the Committee shall determine.  If
certificates representing shares of Restricted Stock are registered in the name
of the Participant, certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock.

                                  ARTICLE 11
                             DIVIDEND EQUIVALENTS

     11.1 GRANT OF DIVIDEND EQUIVALENTS.  The Committee is authorized to grant
          -----------------------------
Dividend Equivalents to Participants subject to such terms and conditions as may
be selected by the Committee.  Dividend Equivalents shall entitle the
Participant to receive payments equal to dividends with respect to all or a
portion of the number of shares of Stock subject to an Award, as determined by
the Committee.  The Committee may provide that Dividend Equivalents be paid or
distributed when accrued or be deemed to have been reinvested in additional
shares of Stock, or otherwise reinvested.

                                  ARTICLE 12
                           OTHER STOCK-BASED AWARDS

     12.1.  GRANT OF OTHER STOCK-BASED AWARDS.  The Committee is authorized,
            ---------------------------------
subject to limitations under applicable law, to grant to Participants such other
Awards that are payable in, valued in whole or in part by reference to, or
otherwise based on or related to shares of Stock, as deemed by the Committee to
be consistent with the purposes of the Plan, including without limitation shares
of Stock awarded purely as a "bonus" and not subject to any restrictions or
conditions, convertible or exchangeable debt securities, other rights
convertible or exchangeable into shares of Stock, and Awards valued by reference
to book value of shares of Stock or the value of securities of or the
performance of specified Parents or Subsidiaries.  The Committee shall determine
the terms and conditions of such Awards.

                                  ARTICLE 13
                        PROVISIONS APPLICABLE TO AWARDS

     13.1.  STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS.  Awards granted under
            ------------------------------------------
the Plan may, in the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or in substitution for, any other Award granted
under the Plan.  If an Award is granted in substitution for another Award, the
Committee may

                                      -13-
<PAGE>

require the surrender of such other Award in consideration of the grant of the
new Award. Awards granted in addition to or in tandem with other Awards may be
granted either at the same time as or at a different time from the grant of such
other Awards.

     13.2.  TERM OF AWARD.  The term of each Award shall be for the period as
            -------------
determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant
(or, if Section 7.2(e) applies, five years from the date of its grant).

     13.3.  FORM OF PAYMENT FOR AWARDS.  Subject to the terms of the Plan and
            --------------------------
any applicable law or Award Agreement, payments or transfers to be made by the
Corporation or a Parent or Subsidiary on the grant or exercise of an Award may
be made in such form as the Committee determines at or after the time of grant,
including without limitation, cash, Stock, other Awards, or other property, or
any combination, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance with
rules adopted by, and at the discretion of, the Committee.

     13.4.  LIMITS ON TRANSFER.  No right or interest of a Participant in any
            ------------------
unexercised or restricted Award may be pledged, encumbered, or hypothecated to
or in favor of any party other than the Corporation or a Parent or Subsidiary,
or shall be subject to any lien, obligation, or liability of such Participant to
any other party other than the Corporation or a Parent or Subsidiary.  No
unexercised or restricted Award shall be assignable or transferable by a
Participant other than by will or the laws of descent and distribution or,
except in the case of an Incentive Stock Option, pursuant to a domestic
relations order that would satisfy Section 414(p)(1)(A) of the Code if such
Section applied to an Award under the Plan; provided, however, that the
Committee may (but need not) permit other transfers where the Committee
concludes that such transferability (i) does not result in accelerated taxation,
(ii) does not cause any Option intended to be an Incentive Stock Option to fail
to be described in Code Section 422(b), and (iii) is otherwise appropriate and
desirable, taking into account any factors deemed relevant, including without
limitation, state or federal tax or securities laws applicable to transferable
Awards.

     13.5.  BENEFICIARIES.  Notwithstanding Section 13.4, a Participant may, in
            -------------
the manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death.  A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Committee.  If no beneficiary has been designated or survives the
Participant, payment shall be made to the Participant's estate.  Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.

                                      -14-
<PAGE>

     13.6.  STOCK CERTIFICATES.  All Stock certificates delivered under the Plan
            ------------------
are subject to any stop-transfer orders and other restrictions as the Committee
deems necessary or advisable to comply with federal or state securities laws,
rules and regulations and the rules of any national securities exchange or
automated quotation system on which the Stock is listed, quoted, or traded.  The
Committee may place legends on any Stock certificate or issue instructions to
the transfer agent to reference restrictions applicable to the Stock.

     13.7.  ACCELERATION UPON DEATH OR DISABILITY.  Notwithstanding any other
            -------------------------------------
provision in the Plan or any Participant's Award Agreement to the contrary, upon
the Participant's death or Disability during his employment or service as a
consultant or director, all outstanding Options, Stock Appreciation Rights, and
other Awards in the nature of rights that may be exercised shall become fully
exercisable and all restrictions on outstanding Awards shall lapse.  Any Option
or Stock Appreciation Rights Awards shall thereafter continue or lapse in
accordance with the other provisions of the Plan and the Award Agreement.  To
the extent that this provision causes Incentive Stock Options to exceed the
dollar limitation set forth in Section 7.2(d), the excess Options shall be
deemed to be Non-Qualified Stock Options.

     13.8.  ACCELERATION UPON A CHANGE IN CONTROL.  Except as otherwise provided
            -------------------------------------
in the Award Agreement, upon the occurrence of a Change in Control, all
outstanding Options, Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised shall become fully exercisable and all
restrictions on outstanding Awards shall lapse; provided, however that such
acceleration will not occur if, in the opinion of the Corporation's accountants,
such acceleration would preclude the use of "pooling of interest" accounting
treatment for a Change in Control transaction that (a) would otherwise qualify
for such accounting treatment, and (b) is contingent upon qualifying for such
accounting treatment.  To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.

     13.9.  ACCELERATION UPON CERTAIN EVENTS NOT CONSTITUTING A CHANGE IN
            -------------------------------------------------------------
CONTROL.  In the event of the occurrence of any circumstance, transaction or
-------
event not constituting a Change in Control (as defined in Section 3.1) but which
the Board deems to be, or to be reasonably likely to lead to, an effective
change in control of the Corporation of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of the 1934 Act, the Committee
may in its sole discretion declare all outstanding Options, Stock Appreciation
Rights, and other Awards in the nature of rights that may be exercised to be
fully exercisable, and/or all restrictions on all outstanding Awards to have
lapsed, in each case, as of such date as the Committee may, in its sole
discretion, declare, which may be on or before the consummation of such
transaction or event.  To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.

                                      -15-
<PAGE>

     13.10.  ACCELERATION FOR ANY OTHER REASON.  Regardless of whether an event
             ---------------------------------
has occurred as described in Section 13.8 or 13.9 above, the Committee may in
its sole discretion at any time determine that all or a portion of a
Participant's Options, Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised shall become fully or partially exercisable,
and/or that all or a part of the restrictions on all or a portion of the
outstanding Awards shall lapse, in each case, as of such date as the Committee
may, in its sole discretion, declare.  The Committee may discriminate among
Participants and among Awards granted to a Participant in exercising its
discretion pursuant to this Section 13.10.

     13.11  EFFECT OF ACCELERATION.  If an Award is accelerated under Section
            ----------------------
13.8 or 13.9, the Committee may, in its sole discretion, provide (i) that the
Award will expire after a designated period of time after such acceleration to
the extent not then exercised, (ii) that the Award will be settled in cash
rather than Stock, (iii) that the Award will be assumed by another party to the
transaction giving rise to the acceleration or otherwise be equitably converted
in connection with such transaction, or (iv) any combination of the foregoing.
The Committee's determination need not be uniform and may be different for
different Participants whether or not such Participants are similarly situated.

     13.12.  PERFORMANCE GOALS.  The Committee may determine that any Award
             ----------- -----
granted pursuant to this Plan to a Participant (including, but not limited
to, Participants who are Covered Employees) shall be determined solely on the
basis of (a) the achievement by the Corporation or a Parent or Subsidiary of a
specified target return, or target growth in return, on equity or assets, (b)
the Corporation's stock price, (c) the Corporation's total shareholder return
(stock price appreciation plus reinvested dividends) relative to a defined
comparison group or target over a specific performance period, (d) the
achievement by the Corporation or a Parent or Subsidiary, or a business unit of
any such entity, of a specified target, or target growth in, revenue, net
income, or earnings per share, or (e) any combination of the goals set forth in
(a) through (d) above.  If an Award is made on such basis, the Committee shall
establish goals prior to the beginning of the period for which such performance
goal relates (or such later date as may be permitted under Code Section 162(m)
or the regulations thereunder), and the Committee has the right for any reason
to reduce (but not increase) the Award, notwithstanding the achievement of a
specified goal.  Any payment of an Award granted with performance goals shall be
conditioned on the written certification of the Committee in each case that the
performance goals and any other material conditions were satisfied.

     13.13.  TERMINATION OF EMPLOYMENT.  Whether military, government or other
             -------------------------
service or other leave of absence shall constitute a termination of employment
shall be determined in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive.  A termination of
employment shall not occur (i) in a circumstance in which a Participant
transfers from the Corporation to one of its Parents or Subsidiaries, transfers
from a Parent or Subsidiary to the Corporation, or

                                      -16-
<PAGE>

transfers from one Parent or Subsidiary to another Parent or Subsidiary, or (ii)
in the discretion of the Committee as specified at or prior to such occurrence,
in the case of a spin-off, sale or disposition of the Participant's employer
from the Corporation or any Parent or Subsidiary. To the extent that this
provision causes Incentive Stock Options to extend beyond three months from the
date a Participant is deemed to be an employee of the Corporation, a Parent or
Subsidiary for purposes of Section 424(f) of the Code, the Options held by such
Participant shall be deemed to be Non-Qualified Stock Options.

     13.14.  LOAN PROVISIONS.  With the consent of the Committee, the
             ---------------
Corporation may make, guarantee or arrange for a loan or loans to a Participant
with respect to the exercise of any Option granted under this Plan and/or with
respect to the payment of the purchase price, if any, of any Award granted
hereunder and/or with respect to the payment by the Participant of any or all
federal and/or state income taxes due on account of the granting or exercise of
any Award hereunder.  The Committee shall have full authority to decide whether
to make a loan or loans hereunder and to determine the amount, terms and
provisions of any such loan(s), including the interest rate to be charged in
respect of any such loan(s), whether the loan(s) are to be made with or without
recourse against the borrower, the collateral or other security, if any,
securing the repayment of the loan(s), the terms on which the loan(s) are to be
repaid and the conditions, if any, under which the loan(s) may be forgiven.

                                  ARTICLE 14
                         CHANGES IN CAPITAL STRUCTURE

     14.1.  GENERAL.  In the event of a corporate transaction involving the
            -------
Corporation (including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares), the
authorization limits under Section 5.1 and 5.4 shall be adjusted
proportionately, and the Committee may adjust Awards to preserve the benefits or
potential benefits of the Awards.  Action by the Committee may include: (i)
adjustment of the number and kind of shares which may be delivered under the
Plan; (ii) adjustment of the number and kind of shares subject to outstanding
Awards; (iii) adjustment of the exercise price of outstanding Awards; and (iv)
any other adjustments that the Committee determines to be equitable.  Without
limiting the foregoing, in the event a stock dividend or stock split is declared
upon the Stock, the authorization limits under Section 5.1 and 5.4 shall be
increased proportionately, and the shares of Stock then subject to each Award
shall be increased proportionately without any change in the aggregate purchase
price therefor.

                                  ARTICLE 15
                    AMENDMENT, MODIFICATION AND TERMINATION

     15.1.  AMENDMENT, MODIFICATION AND TERMINATION.  The Board or the Committee
            ---------------------------------------
may, at any time and from time to time, amend, modify or terminate the Plan
without shareholder approval; provided, however, that the Board or Committee may

                                      -17-
<PAGE>

condition any amendment or modification on the approval of shareholders of the
Corporation if such approval is necessary or deemed advisable with respect to
tax, securities or other applicable laws, policies or regulations.

     15.2 AWARDS PREVIOUSLY GRANTED.  At any time and from time to time, the
          -------------------------
Committee may amend, modify or terminate any outstanding Award without approval
of the Participant; provided, however, that, subject to the terms of the
applicable Award Agreement, such amendment, modification or termination shall
not, without the Participant's consent, reduce or diminish the value of such
Award determined as if the Award had been exercised, vested, cashed in or
otherwise settled on the date of such amendment or termination.  No termination,
amendment, or modification of the Plan shall adversely affect any Award
previously granted under the Plan, without the written consent of the
Participant.

                                  ARTICLE 16
                              GENERAL PROVISIONS

     16.1.  NO RIGHTS TO AWARDS.  No Participant or any eligible participant
            -------------------
shall have any claim to be granted any Award under the Plan, and neither the
Corporation nor the Committee is obligated to treat Participants or eligible
participants uniformly.

     16.2.  NO SHAREHOLDER RIGHTS.  No Award gives the Participant any of the
            ---------------------
rights of a shareholder of the Corporation unless and until shares of Stock are
in fact issued to such person in connection with such Award.

     16.3.  WITHHOLDING.  The Corporation or any Parent or Subsidiary shall have
            -----------
the authority and the right to deduct or withhold, or require a Participant to
remit to the Corporation, an amount sufficient to satisfy federal, state, and
local taxes (including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the Plan.
With respect to withholding required upon any taxable event under the Plan, the
Committee may, at the time the Award is granted or thereafter, require or permit
that any such withholding requirement be satisfied, in whole or in part, by
withholding from the Award shares of Stock having a Fair Market Value on the
date of withholding equal to the minimum amount (and not any greater amount)
required to be withheld for tax purposes, all in accordance with such procedures
as the Committee establishes.

     16.4.  NO RIGHT TO CONTINUED SERVICE.  Nothing in the Plan or any Award
            -----------------------------
Agreement shall interfere with or limit in any way the right of the Corporation
or any Parent or Subsidiary to terminate any Participant's employment or status
as an officer, director or consultant at any time, nor confer upon any
Participant any right to continue as an employee, officer, director or
consultant of the Corporation or any Parent or Subsidiary.

                                      -18-
<PAGE>

     l6.5.  UNFUNDED STATUS OF AWARDS.  The Plan is intended to be an "unfunded"
            -------------------------
plan for incentive and deferred compensation.  With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any Award Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Corporation or any Parent or Subsidiary.

     16.6.  INDEMNIFICATION.  To the extent allowable under applicable law, each
            ---------------
member of the Committee shall be indemnified and held harmless by the
Corporation from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the
Plan and against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit, or proceeding against him
provided he gives the Corporation an opportunity, at its own expense, to handle
and defend the same before he undertakes to handle and defend it on his own
behalf.  The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the
Corporation's Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Corporation may have to indemnify them or hold
them harmless.

     16.7.  RELATIONSHIP TO OTHER BENEFITS.  No payment under the Plan shall be
            ------------------------------
taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the
Corporation or any Parent or Subsidiary unless provided otherwise in such other
plan.

     16.8.  EXPENSES.  The expenses of administering the Plan shall be borne by
            --------
the Corporation and its Parents or Subsidiaries.

     16.9.  TITLES AND HEADINGS.  The titles and headings of the Sections in the
            -------------------
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.

     16.10.  GENDER AND NUMBER.  Except where otherwise indicated by the
             -----------------
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

     16.11.  FRACTIONAL SHARES.  No fractional shares of Stock shall be issued
             -----------------
and the Committee shall determine, in its discretion, whether cash shall be
given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.

     16.12.  GOVERNMENT AND OTHER REGULATIONS.  The obligation of the
             --------------------------------
Corporation to make payment of awards in Stock or otherwise shall be subject to
all applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required.  The Corporation shall be under no obligation to
register under the 1933 Act, or any state securities act, any of the shares of
Stock issued in connection with the Plan.  The shares issued in connection with
the

                                      -19-
<PAGE>

Plan may in certain circumstances be exempt from registration under the 1933
Act, and the Corporation may restrict the transfer of such shares in such manner
as it deems advisable to ensure the availability of any such exemption.

     16.13.  GOVERNING LAW.  To the extent not governed by federal law, the Plan
             --------------
and all Award Agreements shall be construed in accordance with and governed by
the laws of the State of Georgia.

     16.14  ADDITIONAL PROVISIONS.  Each Award Agreement may contain such other
            ---------------------
terms and conditions as the Committee may determine; provided that such other
terms and conditions are not inconsistent with the provisions of this Plan.

     The foregoing is hereby acknowledged as being the Crescent Banking Company
2001 Long-Term Incentive Plan as adopted by the Board on February 22, 2001.

                                              CRESCENT BANKING COMPANY

                                              By:   /s/
                                                   ---------------------------

                                              Its:
                                                   ---------------------------

                                      -20-