Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Form 10-Q of Capital City Bank Group, Inc. ("the Company") filed on May 6, 2009, the Company's Board of Directors, upon the recommendation of the Board's Compensation Committee, approved the 2009 Stock-Based Incentive Plan (the "Plan") on March 26, 2009. The Plan was adopted in accordance with the 2005 Associate Stock Incentive Plan. The Compensation Committee has authorized the Company to enter into a Participant Agreement (the "Agreement") with certain key officers of the Company, including each named executive officer.

A copy of the form Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Item No. Description of Exhibit

10.1 Form of Participant Agreement for 2009 Stock-Based Incentive Plan.

---