<PAGE>

                        GEORGIA-CAROLINA BANCSHARES, INC.

                          DIRECTORS STOCK PURCHASE PLAN

         Georgia-Carolina Bancshares, Inc. (the "Company") hereby establishes
the Directors Stock Purchase Plan (the "Plan") for the purpose of offering
duly-elected directors of the Company and its wholly-owned subsidiary, First
Bank of Georgia (the "Bank") the opportunity to purchase shares of the Company's
Common Stock, $.001 par value (the "Common Stock"). The Company hereby
authorizes the sale and issuance of fifty thousand (50,000) shares of Common
Stock pursuant to the terms of this Plan. If the shares of Common Stock should,
as a result of a stock split, stock dividend, combination of shares, or any
other change or exchange for other securities by reclassification,
reorganization, redesignation, merger, consolidation, recapitalization or
otherwise, be increased or decreased or changed into, or exchanged for, a
different number or kind of shares of stock or other securities of the Company
or of another corporation, the number of shares then remaining in the pool of
shares reserved for this Plan shall be appropriately adjusted to reflect such
action.

1.       PURPOSES OF THE PLAN.

         The purposes of the Plan are (a) to provide duly-elected, non-employee
directors of the Company and the Bank with a method of investing directors' fees
in additional shares of Common Stock and (b) to provide the Company with
additional funds for general corporate purposes. No brokerage commissions,
service charges, fees or other expenses will be paid by participants in the Plan
when purchasing shares of Common Stock through the Plan. All proceeds from the
sale of shares in the Plan will go to the Company and be used for general
corporate purposes.

2.       ADMINISTRATION OF THE PLAN.

         The Plan will be administered by the Stock Option Committee of the
Company (the "Committee"), which may from time to time adopt rules and
regulations not inconsistent with the Plan for carrying out the Plan or for
providing for matters not specifically covered herein. Unless the Committee
shall appoint another individual, the Secretary of the Company shall serve as
the Trustee of the Plan. The Trustee shall have the power and authority to
establish such procedures as the Trustee deems necessary or desirable to carry
out and satisfy the provisions and intent of the Plan.

3.       ELIGIBLE PARTICIPANTS.

         All duly-elected, non-employee directors of the Company and the Bank (a
"Director") are eligible to participate in the Plan during their period of
service.

4.       METHOD OF PARTICIPATION.

         A Director may join the Plan at any time during the last seven (7) days
of each calendar quarter, i.e. the last seven days of each March, June,
September, and December (the "Election


<PAGE>

Days") by signing an authorization form (Exhibit "A") and returning it to the
Trustee at 2805 Wrightsboro Road, Augusta, Georgia 30909. An authorization form
may be obtained at any time from the Trustee at the same address. Participation
will be effective on the first day of the calendar quarter immediately following
the date of the Company's receipt of the properly completed and signed
authorization form. For example, if the Company receives a completed and signed
authorization form on March 29, participation in the Plan will be effective on
April 1. The authorization form directs the Trustee to apply all of the
participating Director's board and committee fees ("Directors' Fees") to the
purchase of shares of Common Stock.

5.       PURCHASE PRICE OF PLAN SHARES.

         The price of each share of Common Stock ("Purchase Price") purchased
with Directors' Fees will be $2.00 less than the closing market price of the
Common Stock as reported by the NASDAQ Over-the-Counter National Market Issues
section of The Wall Street Journal (the "Market Price") on the last trading day
of each calendar quarter. If the Market Price of the Common Stock is reported in
a bid/ask format, the market Price shall be the average of the reported bid and
ask prices.

6.       TIMING OF INVESTMENTS.

         All investments by the Trustee will be made on the Investment Date
except where and to the extent that any applicable securities laws or other laws
may require the suspension or curtailment of purchases of shares of Common
Stock. The Investment Date will be the first trading day of each calendar
quarter.

7.       NUMBER OF SHARES TO BE PURCHASED.

         The number of shares purchased will be based upon the amount of
Directors' Fees earned by the participant since the last Investment Date plus
any cash not utilized to purchase shares during the previous quarter divided by
the applicable Purchase Price. Each participant's stock account will be credited
wit the number of whole shares only equal to the total amount invested divided
by the purchase price per share described in Item 5. Fractional shares will not
be purchased.

8.       REPORTS TO PARTICIPANTS.

         Following each Investment Date, each participant in the Plan will
receive a statement of his of her account which will provide a record of the
purchase made on the applicable Investment Date, the total number of shares
credited to the participant's stock account as of the applicable Investment Date
and the balance of any uninvested cash.

9.       STOCK CERTIFICATES.

         Certificates for any number of whole shares credited to a stock account
under the Plan will be delivered to a participant upon his or her written
request only. Otherwise, the number of shares credited to a stock account under
the Plan will be shown on the participant's quarterly


                                       2
<PAGE>

statements of account. Certificates for fractions of shares will not be issued
under any circumstances. Shares credited to the stock account of a participant
under the Plan may not be pledged. A participant who wishes to pledge such
shares must request that certificates for such whole shares be issued in the
participant's name.

10.      WITHDRAWAL FROM THE PLAN.

         To withdraw from the Plan, a participant must notify the Secretary of
the Company, in writing, of the withdrawal on any of the Election Days.
Withdrawal notices received by the Secretary on a day other than the Election
Days will be effective as of the last day of the calendar quarter in which the
written notice is received by the Secretary. Upon withdrawal by a participant or
upon termination of the Plan by the Company, certificates for whole shares
credited to the participant's stock account under the Plan will be issued to the
participant and a payment by check will be made for the balance of any
uninvested cash. Automatic withdrawal from the Plan will occur upon a
participant's resignation or removal from the Board of Directors of the Company
and/or Bank. If a participant withdraws from the Plan, whether voluntarily or
due to termination, at a time when the number of shares of Common Stock
allocated to such participant's stock account is ten or fewer, the Trustee may
elect to pay cash to the withdrawing participant equal to the value of the
shares calculated pursuant to this paragraph 10 in lieu of the allocated shares.

11.      DIVIDENDS.

         If the Company declares and pays a cash dividend on its Common Stock,
the Company will reinvest the dividends on the shares credited to a
participant's stock account under the Plan. Any shares of Common Stock
distributed as a result of a stock dividend or stock split on shares credited to
the stock account of a participant under the Plan will be added to the
participant's stock account.

12.      VOTING OF PLAN SHARES.

         Participants will be permitted to vote the shares credited to the stock
account of the participant under the Plan. Such shares may be voted by proxy or
in person at the applicable shareholders' meeting in the same manner as other
shares of the Common Stock.

13.      RESPONSIBILITY OF THE COMPANY.

         The Company, in administering the Plan, shall not be liable for any act
done in good faith or for any good faith omission to act, including without
limitation, any claim of liability arising out of failure to terminate a
participant's participation in the Plan upon such participant's death prior to
receipt of notice in writing of such death, the prices at which shares are
purchased for a participant's account, or fluctuations in the market value of
the Common Stock. Any action taken by the Board of the Company, or by the Stock
Option Committee of the Company, with respect to the implementation,
interpretation or administration of the Plan shall be final, conclusive and
binding.


                                       3
<PAGE>

14.      TERMINATION, SUSPENSION OR MODIFICATION OF THE PLAN.

         The Company ;may suspend, modify or terminate the Plan at any time.
Notice of such suspension, modification or termination will be sent to all
participants.

15.      GENERAL MATTERS.

         Nothing in this Plan will be deemed to give any Director or such
individual's legal representatives or assigns, or any other person or entity
claiming under or through such individual, any contractual or other right to
participate in the benefits of the Plan. Nothing in this Plan will be construed
to constitute, or evidence, an agreement or understanding, express or implied,
by the Company and/or the Bank to retain a Director for any specific period of
time.


                                       4