EXHIBIT 10.1

2006 STOCK OPTION AGREEMENT

THIS 2006 STOCK OPTION AGREEMENT (this "Agreement") is made as of the 23rd
day of March, 2006, by and between Capital City Bank Group, Inc., a Florida
corporation (the "Company"), and Xxxxxxx X. Xxxxx, Xx. (the "Participant").

WHEREAS, the Participant is a key executive officer and associate of the
Company and certain of its subsidiaries that has been selected to receive a
Stock Option Grant under the 2005 Plan by the Committee appointed by the
Company's Board of Directors (the "Board") to administer the 2005 Plan, subject
to the terms and conditions contained herein, which award has been ratified and
approved by the Board.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein
shall have the meanings attributed thereto in the Capital City Bank Group, Inc.
2005 Associate Incentive Plan (the "2005 Plan"). The following terms shall have
the meanings set forth below:

(a) Compounded Earnings Per Share Growth Rate. The Compounded
Earnings Per Share Growth Rate means that rate which would discount over a three
(3) year period the Company's earnings per share for the year ended December
31st of the terminal year to a present value equal to the Company's earnings per
share for the base year. For purposes of this calculation, 2004 shall serve as
the base year and 2006 shall serve as the terminal year. The Compounded Earnings
Per Share Growth Rate for the common stock shall be calculated based upon the
audited financials for CCBG and shall be calculated by the Company's auditors in
accordance with Generally Accepted Accounting Principals using diluted earnings
per share before extraordinary items. The Compounded Earnings Per Share Growth
Rate is to be compared to the target rates in section 3(b) for purposes of
calculating the Economic Value.

(b) Stock Option Award. The Stock Option Award means the number of
stock options to be awarded under this Agreement and shall be determined by
dividing the Economic Value by the Black-Scholes Valuation.

(c) Economic Value. The Economic Value shall mean the absolute
dollar value calculated pursuant to Section 3 that will range from $0 to
$500,000.

(d) Black-Scholes Valuation. The Black-Scholes Valuation shall mean
the economic value of one Stock Option that is calculated by taking into account
the Date of Grant, Risk-Free Rate, Stock Option Term, Exercise Price and
Volatility. The Black-Scholes calculation is based upon a European Call that
takes into consideration dividend payments and shall be calculated as described
on Schedule A.

(e) Date of Grant. Subject to Section 4, the Date of Grant shall be
the date the Participant will be eligible to receive the Stock Option Award.
This date will be no later than 60 days after the fiscal year 2006 audited
earnings of the Company have been released to the general public.

(f) Risk-Free Rate. The Risk-Free Rate means the rate of interest on
a debt security issued by the United States Government Treasury that has a term
from one to 10 years in duration which security shall be selected by the
Committee, in its sole discretion.

(g) Stock Option Term. The Stock Option Term shall be a period of 10
years from the Date of Grant.

(h) Stock Option Type. The Stock Option Type shall be Non-Qualified
Stock Options as defined under Section 2(r), "Non-Qualified Stock Options," of
the 2005 Plan. The options under this Agreement are not intended to qualify as
incentive stock options under Section 422 of the Internal Revenue Code of 1986
(the "Code").

(i) Exercise Price. The Exercise price means the closing price of a
share of Common Stock of the Company as reported on the NASDAQ National Market
or any successor automated quotation system or exchange on which Common Stock is
traded (as accurately reported in the Wall Street Journal or any successor
publication selected by the Committee) as of the Date of Grant.

(j) Volatility. Volatility means the standard deviation of the daily
closing price of a share of Common Stock of the Company over the calendar year
immediately preceding the Date of Grant.

(k) Dividend Rate. The Dividend Rate means the annualized dividend
rate that is paid to a shareholder of Common Stock of the Company that is in
effect as of the Date of Grant.

2. Stock Option Grant. Upon the Company achieving the earnings per share
conditions in Section 3, the Participant shall receive the Stock Option Award,
subject to the vesting provisions of Section 4 and all terms and conditions of
this Agreement.

3. Earnings Per Share Conditions.

(a) Subject to Section 4, the Participant shall be eligible to
receive the Stock Option Award based on an Economic Value of up to $500,000
which shall be calculated pursuant to the Compounded Earnings Per Share Growth
Rate conditions set forth in Section 3(b). Notwithstanding the foregoing, the
Stock Option Award pursuant to this Agreement shall not be delivered to the
Participant unless and until the Participant satisfies the vesting conditions of
Section 4.

(b) The Compounded Earnings Per Share Growth Rate shall be
calculated within 30 days of the reporting to the public of the 2006 earnings
per share of CCBG. If the Compounded Earnings Per Share Growth Rate is below the
Minimum Performance Level set forth below, then no Stock Option Award will be
granted to the Participant under this Agreement. Assuming the Compounded
Earnings Per Share Growth Rate is at or above the Minimum Performance Level,
then the Economic Value will be as follows:

Target Compounded Earnings Economic Value of the Amount
Financial Performance Per Share Growth Rate of Stock Options
--------------------- --------------------- ----------------

Minimum Performance Xxxxx 0 1/2% $ 0

Target Performance Level 10% $ 250,000

Maximum Performance Xxxxx 00 1/2% $ 500,000

If the Compounded Earnings Per Share Growth Rate is greater than the Minimum
Performance Level and less than or equal to the Maximum Performance Level, then
the Economic Value for calculating the Stock Option Award will be awarded on a
pro-rata basis. For example, if the Compounded Earnings Per Share Growth Rate is
eleven percent (11%), a factor would be calculated by subtracting the Minimum
Performance Level from eleven percent (11%) and dividing this amount by five
percent (5%) which is the difference between the Maximum and Minimum Performance
Levels (i.e., 11% - 7 1/2% / 5% = .7). This factor should then be multiplied by
$500,000 (the maximum Economic Value) to determine the actual Economic Value. In
this example, the Economic Value would be $350,000 (i.e., .7 x $500,000).

4. Vesting.

(a) Provided the Participant remains in the employ of the Company
and its subsidiaries, the Stock Option Award will vest at a rate of one-third
(1/3) on each of the first, second and third anniversaries of the Date of Grant.
For example, if 9,000 stock options were granted on March 1, 2007, then 3,000
options would vest on each of March 1, 2008, March 1, 2009 and March 1, 2010. If
the Participant fails to satisfy the vesting period with respect to any portion
of the Stock Option Award granted pursuant to Section 3(a) hereof, he shall
forfeit his interest in such unvested portion of the Stock Option Award and the
right to receive any shares of Common Stock thereunder unless (i) the Committee
waives this condition at the time his employment actually terminates or (ii) the
Participant's employment with the Company and its subsidiaries terminates by
reason of (x) his death, (y) his disability (as determined by the Committee in
its sole discretion using a standard which is no less rigorous than the standard
for disability described in Section 22(c)(3) of the Code, or (z) a Change in
Control.

(b) Except as otherwise provided in Sections 10 and 11, any Stock
Options underlying a Stock Option Award which the Participant does not forfeit
under Section 4(a) may be exercised by the Participant, in accordance with
Section 7(b) of the 2005 Plan and any forfeiture conditions under this Agreement
or the Plan, as soon as practicable after the vesting period under Section 4(a)
has been satisfied; provided, however, if the Committee at any time before such
transfer reasonably determines that the Participant might have violated any
applicable civil or criminal law or did violate any standard of conduct or
ethics applicable generally for officers, directors or associates of the Company
and its subsidiaries, the Committee shall have the right to completely revoke
the Participant's interest in such Stock Option Award and the shares of Common
Stock underlying such Stock Option Award without regard to whether (i) the
Participant has satisfied the vesting periods set forth in Section 4(a) before
the date the Committee makes such determination, or (ii) the Participant's
employment is (or might have been) terminated as a result of such conduct.

5. Representations and Warranties of the Participant. The Participant
represents, warrants and covenants that:

(a) Knowledge and Experience. The Participant has such knowledge and
experience in financial and business matters that he, together with his
professional advisor is capable of evaluating the merits and risks of receipt of
this Agreement and the Stock Options underlying such award (collectively, the
"Securities"). The Participant has had access to such information concerning the
Company, including its current financial statements, as the Participant deems
necessary to enable him to make an informed decision concerning receipt of the
Securities.

(b) Withholding Taxes. The Participant acknowledges and agrees that
the Company may withhold from the Participant's cash compensation (whether paid
in the form of salary, bonus or other type of cash payment) an amount calculated
on the taxable income recognized by the Participant with respect to an exercise
of the Stock Options as dictated under the 2005 Plan, calculated at the maximum
withholding rate permitted for the Company under the Code. The date or dates of
such taxable income recognition, and the Company's corresponding right to
withhold from the Participant's cash compensation, shall be as determined by the
Code.

(c) Agreement to Purchase for Investment. By acceptance of this
Agreement, the Participant agrees that a purchase of shares under this Agreement
will not be made with a view to their distribution, as that term is used in the
Securities Act of 1933, as amended (the "Act"), unless in the opinion of counsel
to the Company such distribution is in compliance with or exempt from the
registration and prospectus requirements of the Act, or a registration statement
is in effect pursuant to the Act with respect to the shares, and the Participant
agrees to sign a certificate to such effect at the time of exercising this
option and agrees that the certificate for the shares so purchased may be
inscribed with a legend to ensure compliance with the Act.

6. Partial Exercise. Exercise of Stock Option Awards up to the extent
above stated may be made in part at any time and from time to time within the
above limits, except that these options may not be exercised for a fraction of a
share. Any fractional share with respect to which an installment of these
options cannot be exercised because of the limitation contained in the preceding
sentence shall remain subject to this Agreement and shall be available for later
purchase by the Participant in accordance with the terms hereof.

7. Payment of Price. The Exercise Price is payable (i) in cash, (ii) by
personal check, certified check or bank cashier's check payable to the order of
the Company in the amount of such purchase price, (iii) by delivery to the
Company of Common Stock having a fair market value equal to such purchase price,
provided that such Common Stock has been owned by the Participant for at least
six (6) months or such longer period as the Compensation Committee of the Board
may determine as necessary to avoid adverse accounting treatment by the Company,
(iv) by irrevocable instructions to a broker to deliver promptly to the Company
the amount of sale or loan proceeds necessary to pay such purchase price and to
sell the Common Stock to be issued upon exercise of the option and deliver the
cash proceeds less commissions and brokerage fees to the Participant or to
deliver the remaining shares of Common Stock to the Participant, or (v) by any
combination of the methods of payment described in (i) through (iv) above.

8. Method of Exercising Option. Subject to the terms and conditions of
this Agreement, vested Stock Options may be exercised by written notice to the
Company, at the principal executive office of the Company, or to such transfer
agent as the Company shall designate. Such notice shall state the election to
exercise an option and the number of shares in respect of which it is being
exercised and shall be signed by the person or persons so exercising this
option. Such notice shall be accompanied by payment as set forth in Section 7 of
the full purchase price of such shares, and the Company shall deliver a
certificate or certificates representing such shares as soon as practicable
after such payment shall be received. The certificate or certificates for the
shares as to which the vested Stock Options shall have been so exercised shall
be registered in the name of the person or persons so exercising this option
(or, if this option shall be exercised by the Participant and if the Participant
shall so request in the notice exercising this option, shall be registered in
the name of the Participant and another person jointly, with right of
survivorship) and shall be delivered as provided above to or upon the written
order of the person or persons exercising this option. In the event this option
shall be exercised by any person or persons other than the Participant (if in
compliance with the 2005 Plan), such notice shall be accompanied by appropriate
proof of the right of such person or persons to exercise the vested Stock
Options. All shares that shall be purchased upon the exercise of the vested
Stock Options as provided herein shall be fully paid and non-assessable.

9. No Obligation to Exercise Option. The grant and acceptance of this
Agreement imposes no obligation on the Participant to exercise any vested Stock
Options.

10. Death or Disability of the Participant. In the event of the
Participant's death or termination due to disability, the Stock Option Award or
any part thereof granted to the Participant which has not vested under Section
4(a) shall, as of the date of death or disability, become vested with respect to
the Participant and may be exercised by the Participant or his legal
representative free of any restriction or forfeiture conditions under this
Agreement, subject to the 2005 Plan.

11. Change in Control. In the event of Change in Control as defined in
Section 2(f) of the 2005 Plan, all of the Stock Options awarded to the
Participant pursuant to Stock Option Award shall become immediately vested with
respect to the Participant and may be exercised by the Participant free of any
restriction or forfeiture condition under this Agreement, subject to the 2005
Plan.

12. Capital Changes and Business Successions. The 2005 Plan contains
provisions covering this treatment of options in a number of contingencies such
as stock splits and mergers. Provisions in the 2005 Plan for adjustment with
respect to stock subject to options and the related provisions with respect to
successors to the business of the Company are hereby made applicable hereunder
and are incorporated herein by reference.

13. Reservation of Common Stock. The Company will at all times reserve and
keep available for issuance upon the exercise of this Agreement such number of
its authorized but unissued shares of Common Stock as will be sufficient to
permit the exercise in full hereof, and upon such issuance such shares of Common
Stock will be validly issued, fully paid, and nonassessable.

14. No Shareholder Rights or Obligation. This Agreement will not entitle
the Participant (or subsequent holder of this Agreement) to any voting rights or
other rights as a shareholder of the Company as to any unexercised Stock
Options. No provision of this Agreement will give rise to any obligation of the
Participant for the Exercise Price for unexercised Stock Options or cause the
Participant to have any obligation as a shareholder of the Company regarding any
unexercised Stock Options.

15. Termination Rights. Nothing in the Agreement shall confer upon the
Participant any right to continue in the employ of the Company or any of its
subsidiaries or interfere in any way with the right of the Company to change or
terminate the employment of the Participant as any time, for any reason
whatsoever, with or without cause. Designation as a Participant pursuant to this
Agreement will not confer any right on the Participant to be designated as a
Participant in the future. Notwithstanding the foregoing, however, this
paragraph shall not change the terms and conditions of any employment agreement
in effect between the Participant and the Company.

16. Interpretation. The Committee's interpretation of this Agreement, the
2005 Plan and all other decisions and determinations by the Committee shall be
final and binding upon the parties hereto. The Committee may amend any provision
of this Agreement at any time; provided that, except with the written consent of
the Participant, no amendment of this Agreement will impair the rights of the
Participant to the Securities except as otherwise set forth in this Agreement.

17. Company Rights. This Agreement shall not in any way affect the right
of the Company to make changes of its capital structure or to merge or
consolidate or to dissolve, liquidate or sell all or any part of its business or
its assets.

18. 2005 Plan. The terms and provision of the 2005 Plan are incorporated
herein by reference, and the Participant agrees to be bound by all such terms
and provisions. In the event of a conflict or inconsistency between any terms
and conditions of this Agreement and the 2005 Plan, the 2005 Plan shall govern
and control. Determinations made in connection with this Agreement pursuant to
the 2005 Plan shall be governed by the 2005 Plan as it exists on this date.

19. Miscellaneous. This Agreement represents the entire understanding and
agreement between the parties with respect to the subject matter of this
Agreement, and supersedes all other negotiations, understandings and
representations (if any) made by and between the parties. All of the terms and
provisions of this Agreement shall be binding upon, inure to the benefit of, and
be enforceable by the parties and their respective heirs, legal representatives,
successors and permitted assigns, whether so expressed or not. No party shall
assign its rights or obligations under this Agreement without the prior written
consent of each other party to this Agreement.

The headings contained in this Agreement are for convenience of
reference only, and shall not limit or otherwise affect in any way the meaning
or interpretation of this Agreement. If any part of this Agreement or any other
agreement entered into pursuant to this Agreement is contrary to, prohibited by
or deemed invalid under applicable law or regulation, such provision shall be
inapplicable and deemed omitted to the extent so contrary, prohibited or
invalid, but the remainder of this Agreement shall not be invalidated thereby
and shall be given full force and effect so far as possible. All covenants,
agreements, representations and warranties made in this Agreement or otherwise
made in writing by any party pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby.

The parties acknowledge that a substantial portion of the
negotiations and anticipated performance of this Agreement occurred or shall
occur in Xxxx County, Florida. Any civil action or legal proceeding arising out
of or relating to this Agreement shall be brought in the courts of record of the
State of Florida in Xxxx County or the United States District Court, Northern
District of Florida. Each party consents to the jurisdiction of this court in
any civil action or legal proceeding and waives any objection to the laying of
venue of any civil action or legal proceeding in court. Service of any court
paper may be effected on a party by mail, as provided in this Agreement, or in
any other manner as may be provided under applicable laws, rules of procedure or
local rules.

All notices required under this Agreement shall be in writing and
shall be deemed to have been given, made, and received only upon (a) delivery,
if personally delivered to a party; (b) one business day after the date of
dispatch, if by facsimile; (c) one business day after deposit, if delivered by a
nationally recognized courier service offering guaranteed overnight delivery; or
(d) three business days after deposit in the mail, if by United States certified
mail, postage prepaid, return receipt requested, at the address appearing on the
records of the party sending the notice (which address may be changed by a
notice complying with the foregoing).

This Agreement and all transactions contemplated by this Agreement
shall be governed by, and construed and enforced in accordance with, the
internal laws of the State of Florida without regard to principles of conflicts
of laws. If any legal action or other proceeding is brought for the enforcement
of this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any provision of this Agreement, the
successful or prevailing party or parties shall be entitled to recover
reasonable attorneys' fees, sales and use taxes, court costs, and all other
expenses even if not taxable as court costs. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as
of the date first written above.

Witnesses: CAPITAL CITY BANK GROUP, INC.

By: /s/X. Xxxxxxxxx Xxxxx
------------------------------------- ----------------------------------
X. Xxxxxxxxx Xxxxx
Executive Vice President and
Chief Financial Officer

/s/ Xxxxxxx X. Xxxxx
------------------------------------- ----------------------------------
Xxxxxxx X. Xxxxx, Xx.

SCHEDULE A

Black-Scholes Calculation

The Black-Scholes model that prices a stock option where the underlying stock
pays a dividend utilizes the option pricing formula for a European call:

Black-Scholes Valuation = Se-qtN(d1) -Xe-rtN(d2)

Where we have the following variables:

o X: Exercise Price, per Definition 1(i)

o S: Stock price (which equals the Exercise Price)

o q: Dividend Rate, per Definition 1(k)

o T: Stock Option Term, per Definition 1(g)

o r: Risk-Free Rate, per Definition 1(f)

o v: Volatility, per Definition 1(j)

o d1: In(S/X)+(r-q+v2/2)T
-------------------
--
/
V\/T

o d2: d1-vT

And the following functions:

o e(z): Is the exponential function raised to the stated the power of
the quantity z

o N(z): The cumulative normal distribution function of the quantity z

o ln(z): The natural logarithmic function of the quantity z

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EXHIBIT 10.1

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