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                                                                    EXHIBIT 10.3

                         FIRST GEORGIA COMMUNITY CORP.
                           2001 STOCK INCENTIVE PLAN
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                          FIRST GEORGIA COMMUNITY CORP.
                            2001 STOCK INCENTIVE PLAN

                                TABLE OF CONTENTS

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SECTION 1.  DEFINITIONS..............................................     1

   1.1   DEFINITIONS.................................................     1

SECTION 2  THE STOCK INCENTIVE PLAN..................................     4

   2.1   PURPOSE OF THE PLAN.........................................
   2.2   STOCK SUBJECT TO THE PLAN...................................     5
   2.3   ADMINISTRATION OF THE PLAN..................................     5
   2.4   ELIGIBILITY AND LIMITS......................................     5

SECTION 3  TERMS OF STOCK INCENTIVES.................................     6

   3.1   TERMS AND CONDITIONS OF ALL STOCK INCENTIVES................     6
   3.2   TERMS AND CONDITIONS OF OPTIONS.............................     7
      (a)   Option Price.............................................     7
      (b)   Option Term..............................................     7
      (c)   Payment..................................................     7
      (d)   Conditions to the Exercise of an Option..................     8
      (e)   Termination of Incentive Stock Option....................     8
      (f)   Special Provisions for Certain Substitute Options........     8
   3.3   TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS...........     8
      (a)   Settlement...............................................     9
      (b)   Conditions to Exercise...................................     9
   3.4   TERMS AND CONDITIONS OF STOCK AWARDS........................     9
   3.5   TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS..........     9
      (a)   Payment..................................................     9
      (b)   Conditions to Payment....................................     9
   3.6   TERMS AND CONDITIONS OF PERFORMANCE UNIT AWARDS.............     9
      (a)   Payment..................................................    10
      (b)   Conditions to Payment....................................    10
   3.7   TERMS AND CONDITIONS OF PHANTOM SHARES......................    10
      (a)   Payment..................................................    10
      (b)   Conditions to Payment....................................    10
   3.8   TREATMENT OF AWARDS UPON TERMINATION OF EMPLOYMENT..........    10

SECTION 4  RESTRICTIONS ON STOCK.....................................    11

   4.1   ESCROW OF SHARES............................................    11
   4.2   RESTRICTIONS ON TRANSFER....................................    11

SECTION 5  GENERAL PROVISIONS........................................    11

   5.1   WITHHOLDING.................................................    11
   5.2   CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION..............    12
   5.3   CASH AWARDS.................................................    13
   5.4   COMPLIANCE WITH CODE........................................    13
   5.5   RIGHT TO TERMINATE RELATIONSHIP.............................    13
   5.6   NON-ALIENATION OF BENEFITS..................................    13
   5.7   RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS........    13
   5.8   LISTING AND LEGAL COMPLIANCE................................    14
   5.9   TERMINATION AND AMENDMENT OF THE PLAN.......................    14
   5.10  STOCKHOLDER APPROVAL........................................    14
   5.11  CHOICE OF LAW...............................................    14
   5.12  EFFECTIVE DATE OF PLAN......................................    14
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                          FIRST GEORGIA COMMUNITY CORP.
                            2001 STOCK INCENTIVE PLAN

                              SECTION 1 DEFINITIONS

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

(a)      "Affiliate" means

(1)      any Subsidiary or Parent;

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

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

(b)      "Bank" means First Georgia Community Bank, a national bank.

(c)      "Board of Directors" means the board of directors of the Company.

(d)      "Change in Control" means any one of the following events which may
occur after the date the Stock Incentive is granted:

                           (1)      the acquisition by any individual, entity or
"group," within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Securities Exchange Act of 1934, as amended, (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934) of voting securities of the Company or the Bank where such
acquisition causes any such Person to own twenty-five percent (25%) or more of
the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors;

                           (2)      within any twelve-month period, the persons
who were directors of the Company or the Bank immediately before the beginning
of such twelve-month period (the "Incumbent Directors") shall cease to
constitute at least a majority of the Board of Directors of the Company or the
Bank; provided that any director who was not a director as of the beginning of
such twelve-month period shall be deemed to be an Incumbent Director if that
director were elected to the Board of Directors of the Company or the Bank by,
or on the recommendation of or with the approval of, at least two-thirds of the
directors who then qualified as Incumbent Directors; and provided further that
no director whose initial assumption of office is in connection with an

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actual or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Securities Exchange Act of 1934) relating
to the election of directors shall be deemed to be an Incumbent Director;

                           (3)      a reorganization, merger or consolidation,
with respect to which persons who were the stockholders of the Company or the
Bank immediately prior to such reorganization, merger or consolidation do not,
immediately thereafter, own more than fifty percent (50%) of the combined voting
power entitled to vote in the election of directors of the reorganized, merged
or consolidated company's then outstanding voting securities; or

                           (4)      the sale, transfer or assignment of all or
substantially all of the assets of the Company or the Bank to any third party.

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

(f)      "Committee" means the committee appointed by the Board of Directors to
administer the Plan or, in lieu of any such appointment, the full membership of
the Board of Directors.

(g)      "Company" means First Georgia Community Corp., a Georgia corporation.

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

(i)      "Dividend Equivalent Rights" means certain rights to receive cash
payments as described in Section 3.5.

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

(k)      "Fair Market Value" with regard to a date means:

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

                           (2)      if such market information is not published
on a regular basis, the price of Stock in the over-the-counter market on that
date, or the last business day prior to that


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date, as reported by the NASDAQ Stock Market, or if not so reported, by a
generally accepted reporting service; or

                           (3)      if Stock is not publicly traded, as
determined in good faith by the Committee with due consideration being given to
(i) the most recent independent appraisal of the Company, if such appraisal is
not more than twelve (12) months old, and (ii) the valuation methodology used in
any such appraisal.

         For purposes of Paragraph (1), (2) or (3) above, the Committee may use
the closing price as of the applicable date, the average of the high and low
prices as of the applicable date or for a period certain ending on such date,
the price determined at the time the transaction is processed, the tender offer
price for shares of Stock, or any other method which the Committee determines is
reasonably indicative of the fair market value.

(l)      "Incentive Stock Option" means an incentive stock option contemplated
by the provisions of Code Section 422 or any successor thereto.

(m)      "Nonqualified Stock Option" means an option that is not designated as,
or otherwise intended to be, an Incentive Stock Option.

(n)      "Option" means a Nonqualified Stock Option or an Incentive Stock
Option.

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

(p)      "Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if, with respect to Incentive
Stock Options, at the time of the granting of the Option, each of the
corporations other than the Company owns Stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in the chain.

(q)      "Participant" means an individual who receives a Stock Incentive
hereunder.

(r)      "Performance Unit Award" refers to a performance unit award as
described in Section 3.6.

(s)      "Phantom Shares" refers to the rights described in Section 3.7.

(t)      "Plan" means the First Georgia Community Corp. 2001 Stock Incentive
Plan.

(u)      "Stock" means the Company's common stock, $5.00 par value per share.


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(v)      "Stock Appreciation Right" means a stock appreciation right described
in Section 3.3.

(w)      "Stock Award" means a stock award described in Section 3.4.

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

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

(z)      "Stock Incentives" means, collectively, Dividend Equivalent Rights,
Options, Performance Unit Awards, Phantom Shares, Stock Appreciation Rights, and
Stock Awards.

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

         (bb)     "Termination of Employment" means the termination of the
employee-employer relationship between a Participant and the Company and its
Affiliates, regardless of whether severance or similar payments are made to the
Participant for any reason, including, but not by way of limitation, a
termination by resignation, discharge, death, Disability or retirement. The
Committee will, in its absolute discretion, determine the effect of all matters
and questions relating to a Termination of Employment, including, but not by way
of limitation, the question of whether a leave of absence constitutes a
Termination of Employment.

                       SECTION 2 THE STOCK INCENTIVE PLAN

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


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         2.2      Stock Subject to the Plan. Subject to adjustment in accordance
with Section 5.2, 250,000 shares of Stock (the "Maximum Plan Shares") are hereby
reserved exclusively for issuance pursuant to Stock Incentives. The shares of
Stock attributable to the nonvested, unpaid, unexercised, unconverted or
otherwise unsettled portion of any Stock Incentive that is forfeited or
cancelled or expires or terminates for any reason without becoming vested, paid,
exercised, converted or otherwise settled in full will again be available for
purposes of the Plan. At no time may the Company have outstanding under the Plan
Stock Incentives and shares of Stock issued in respect of Stock Incentives under
the Plan in excess of the Maximum Plan Shares.

         2.3      Administration of the Plan. The Plan is administered by the
Committee. During those periods that the Company is subject to the provisions of
Section 16 of the Securities Exchange Act of 1934, the Board of Directors shall
consider the advisability of whether each Committee member shall qualify as an
"outside director" as defined in Treasury Regulation Section 1.162-27(e) as
promulgated by the Internal Revenue Service and a "non-employee director" as
defined in Rule 16b-3(b)(3) as promulgated under the Exchange Act. The Committee
has full authority in its discretion to determine the employees, directors, and
consultants of the Company, or its Affiliates, to whom Stock Incentives will be
granted and the terms and provisions of Stock Incentives, subject to the Plan.
Subject to the provisions of the Plan, the Committee has full and conclusive
authority to interpret the Plan; to prescribe, amend and rescind rules and
regulations relating to the Plan; to determine the terms and provisions of the
respective Stock Incentive Agreements; and to make all other determinations
necessary or advisable for the proper administration of the Plan. The
Committee's determinations under the Plan need not be uniform and may be made
selectively among persons who receive, or are eligible to receive, awards under
the Plan (whether or not such persons are similarly situated). The Committee's
decisions are final and binding on all Participants.

         2.4      Eligibility and Limits. Stock Incentives may be granted only
to employees, directors, and consultants of the Company, or any Affiliate of the
Company; provided, however, that an Incentive Stock Option may only be granted
to an employee of the Company or any Subsidiary. In the case of Incentive Stock
Options, the aggregate Fair Market Value (determined as of the date an Incentive
Stock Option is granted) of Stock with respect to which stock options intended
to meet the requirements of Code Section 422 become exercisable for the first
time by an individual during any calendar year under all plans of the Company
and its Subsidiaries may not exceed $100,000. On such date as required by
Section 162(m) of the Code and the regulations thereunder, for compensation to
be treated as qualified performance-based compensation, the maximum number of
shares of Stock with respect to which Options or Stock Appreciation Rights may
be granted during any calendar year to any employee may not exceed 50,000,
subject to adjustment in accordance with Section 5.2. If, after grant, an Option
is cancelled, the cancelled Option shall continue to be counted against the
maximum number of shares for which options may be granted to an employee as
described in this Section 2.4. If, after grant, the exercise price of an Option
is reduced or the base amount on which a Stock Appreciation Right is calculated
is reduced, the transaction shall be treated as the cancellation of the Option
and the Stock Appreciation Right, as applicable, and the grant of a new Option
or Stock Appreciation Right, as applicable. If an Option or a Stock Appreciation
Right is deemed to be cancelled as described in the preceding sentence, the
Option or Stock Appreciation Right that is deemed to be cancelled and the Option
or Stock Appreciation Right that is deemed to be


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granted shall both be counted against the maximum number of shares for which
Options or Stock Appreciation Rights may be granted to an employee as described
in this Section 2.4. In applying this limitation, if an Option or Stock
Appreciation Right, or any portion thereof, granted to an employee is cancelled
or repriced for any reason, then the shares of Stock attributable to such
cancellation or repricing either shall continue to be counted as an outstanding
grant or shall be counted as a new grant of shares of Stock, as the case may be,
against the affected employee's 50,000 limit for the appropriate calendar year.

                       SECTION 3 TERMS OF STOCK INCENTIVES

         3.1      Terms and Conditions of All Stock Incentives.

                  (a)      The number of shares of Stock as to which a Stock
Incentive may be granted will be determined by the Committee in its sole
discretion, subject to the provisions of Section 2.2 as to the total number of
shares available for grants under the Plan and subject to the limits on Options
and Stock Appreciation Rights in Section 2.4.

                  (b)      Each Stock Incentive will either be evidenced by a
Stock Incentive Agreement in such form and containing such terms, conditions and
restrictions as the Committee may determine to be appropriate or be made subject
to the terms of a Stock Incentive Program, containing such terms, conditions and
restrictions as the Committee may determine to be appropriate. Each Stock
Incentive Agreement or Stock Incentive Program is subject to the terms of the
Plan and any provisions contained in the Stock Incentive Agreement or Stock
Incentive Program that are inconsistent with the Plan are null and void.

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

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

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


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

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

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

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

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

                           (2)      in a cashless exercise through a broker; or

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

In its discretion, the Committee also may authorize (at the time an Option is
granted or thereafter) Company financing to assist the Participant as to payment
of the Exercise Price on such terms as may be offered by the Committee in its
discretion. Payment must be made at the time that the Option or any part thereof
is exercised, and no shares may be issued or delivered


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upon exercise of an Option until full payment has been made by the Participant.
The holder of an Option, as such, has none of the rights of a stockholder.

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

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

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

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


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

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

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

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

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

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

         3.6      Terms and Conditions of Performance Unit Awards. A Performance
Unit Award shall entitle the Participant to receive, at a specified future date,
payment of an amount equal to


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all or a portion of the value of a specified or determinable number of units
(stated in terms of a designated or determinable dollar amount per unit) granted
by the Committee. At the time of the grant, the Committee must determine the
base value of each unit, the number of units subject to a Performance Unit
Award, and performance criteria applicable to the determination of the ultimate
payment value of the Performance Unit Award and the period over which Company
performance shall be measured. The Committee may provide for an alternate base
value for each unit under certain specified conditions.

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

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

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

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

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

         3.8      Treatment of Awards Upon Termination of Employment. Except as
otherwise provided by Plan Section 3.2(e), any award under this Plan to a
Participant who has experienced a Termination of Employment may be cancelled,
accelerated, paid or continued, as provided in the applicable Stock Incentive
Agreement or Stock Incentive Program, or, in the absence of such provision, as
the Committee may determine. The portion of any award exercisable in the event


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of continuation or the amount of any payment due under a continued award may be
adjusted by the Committee to reflect the Participant's period of service from
the date of grant through the date of the Participant's Termination of
Employment or such other factors as the Committee determines are relevant to its
decision to continue the award.

                         SECTION 4 RESTRICTIONS ON STOCK

         4.1      Escrow of Shares. Any certificates representing the shares of
Stock issued under the Plan will be issued in the Participant's name, but, if
the applicable Stock Incentive Agreement or Stock Incentive Program so provides,
the shares of Stock will be held by a custodian designated by the Committee (the
"Custodian"). Each applicable Stock Incentive Agreement or Stock Incentive
Program providing for transfer of shares of Stock to the Custodian must appoint
the Custodian as the attorney-in-fact for the Participant for the term specified
in the applicable Stock Incentive Agreement or Stock Incentive Program, with
full power and authority in the Participant's name, place, and stead to
transfer, assign, and convey to the Company any shares of Stock held by the
Custodian for such Participant, if the Participant forfeits the shares under the
terms of the applicable Stock Incentive Agreement or Stock Incentive Program.
During the period that the Custodian holds the shares subject to this Section,
the Participant is entitled to all rights, except as provided in the applicable
Stock Incentive Agreement or Stock Incentive Program, applicable to shares of
Stock not so held. Any dividends declared on shares of Stock held by the
Custodian must, as provided in the applicable Stock Incentive Agreement or Stock
Incentive Program, be paid directly to the Participant or, in the alternative,
be retained by the Custodian or by the Company until the expiration of the term
specified in the applicable Stock Incentive Agreement or Stock Incentive Program
and shall then be delivered, together with any proceeds, with the shares of
Stock to the Participant or to the Company, as applicable.

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

                          SECTION 5 GENERAL PROVISIONS

         5.1      Withholding. The Company must deduct from all cash
distributions under the Plan any taxes required to be withheld by federal, state
or local government. Whenever the Company proposes or is required to issue or
transfer shares of Stock under the Plan or upon the vesting of any Stock Award,
the Company has the right to require the recipient to remit to the Company an
amount sufficient to satisfy any federal, state, and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares or the vesting


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of such Stock Award. A Participant may pay the withholding tax in cash, or, if
the applicable Stock Incentive Agreement or Stock Incentive Program provides, a
Participant may elect to have the number of shares of Stock he is to receive
reduced by, or with respect to a Stock Award, tender back to the Company, the
smallest number of whole shares of Stock which, when multiplied by the Fair
Market Value of the shares of Stock determined as of the Tax Date (defined
below), is sufficient to satisfy federal, state, and local, if any, withholding
taxes arising from exercise or payment of a Stock Incentive (a "Withholding
Election"). A Participant may make a Withholding Election only if both of the
following conditions are met:

                  (a)      The Withholding Election must be made on, or prior
to, the date on which the amount of tax required to be withheld is determined
(the "Tax Date") by executing and delivering to the Company a properly completed
notice of Withholding Election as prescribed by the Committee; and

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

         5.2      Changes in Capitalization; Merger; Liquidation.

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

                  (b)      In the event of a merger, consolidation,
reorganization, extraordinary dividend, spin-off, sale of substantially all of
the Company's assets, other change in the capital structure of the Company or
its Stock, tender offer for shares of Stock, or a Change in Control, the
Committee may make such adjustments with respect to awards and take such other
action as it deems necessary or appropriate to reflect or in anticipation of
such merger, consolidation, reorganization, extraordinary dividend, spin-off,
other change in capital structure, tender offer or Change in Control including,
without limitation, the substitution of new awards, the assumption of existing
awards, the adjustment of outstanding awards, the acceleration of awards, the
removal of restrictions on outstanding awards or the termination of outstanding
awards in exchange for the cash value determined in good faith by the Committee
of the vested and/or unvested portion of the award. Any adjustment pursuant to
this Section 5.2 may provide, in the Committee's


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<PAGE>   15

discretion, for the elimination without payment therefor of any fractional
shares that might otherwise become subject to any Stock Incentive, but except as
set forth in this Section, may not otherwise diminish the then value of the
Stock Incentive.

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

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

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

         5.5      Right to Terminate Relationship. Nothing in the Plan or in any
Stock Incentive Agreement confers upon any Participant the right to continue as
an officer, employee, director or consultant of the Company or any of its
Affiliates or affect the right of the Company or any of its Affiliates to
terminate the Participant's employment or other service relationship at any
time.

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

         5.7      Restrictions on Delivery and Sale of Shares; Legends. Each
Stock Incentive is subject to the condition that if at any time the Committee,
in its discretion, shall determine that the listing, registration or
qualification of the shares covered by such Stock Incentive upon any securities
exchange or under any state or federal law is necessary or desirable as a
condition of or in connection with the granting of such Stock Incentive or the
purchase or delivery of shares thereunder, the delivery of any or all shares
pursuant to such Stock Incentive may be withheld unless and until such listing,
registration or qualification shall have been effected. If a registration
statement is not in effect under the Securities Act of 1933 or any applicable
state securities laws with respect to the shares of Stock purchasable or
otherwise deliverable under Stock Incentives then outstanding, the Committee may
require, as a condition of exercise of any Option or as a condition to any other
delivery of Stock pursuant to a Stock Incentive, that the Participant or other
recipient of a Stock Incentive represent, in writing, that the shares received
pursuant to the Stock Incentive are being acquired for investment and not with a
view to


                                       13
<PAGE>   16

distribution and agree that the shares will not be disposed of except pursuant
to an effective registration statement, unless the Company shall have received
an opinion of counsel that such disposition is exempt from such requirement
under the Securities Act of 1933 and any applicable state securities laws. The
Company may include on certificates representing shares delivered pursuant to a
Stock Incentive such legends referring to the foregoing representations or
restrictions or any other applicable restrictions on resale as the Company, in
its discretion, shall deem appropriate.

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

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

         5.10     Stockholder Approval. The Plan must be submitted to the
stockholders of the Company for their approval within twelve (12) months before
or after the adoption of the Plan by the Board of Directors of the Company.

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

         5.12     Effective Date of Plan. This Plan was approved by the Board of
Directors on March 17, 2001, and will be effective as of that date.


                                    FIRST GEORGIA COMMUNITY CORP.


                                    By:          /s/ John L. Coleman
                                       -----------------------------------------

                                    Title: President and Chief Executive Officer
                                           -------------------------------------


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