1.   INTENT.

The purpose of the Lakeland Financial Corporation Long Term Incentive Plan (the “ Plan ”) is to motivate select officers of Lakeland Financial Corporation (the “ Company ”) and its subsidiaries who perform services for the Company and its subsidiaries to collectively produce outstanding results, encourage superior performance, increase productivity, and aid in attracting and retaining key employees.  To this end, the Company has approved the Plan to provide certain selected employees the opportunity to earn a long-term incentive bonus under the terms and conditions set forth below (an “ LTI Bonus ”).  This Plan is not intended to provide for deferred compensation, as such term is as defined under Internal Revenue Code Section 409A.  To the extent the Participants wish to defer amounts payable hereunder, the Participant may do so under the Lake City Bank Deferred Compensation Plan or such other non-qualified deferred compensation plan adopted and maintained from time to time by the Company or one of its subsidiaries or affiliates.

2.   INCENTIVE BONUS DETERMINATION.

2.1   Target Bonus .  When notifying a Participant of his or her eligibility to participate in any particular performance period under the Plan, the Compensation Committee (as defined in Section 9.1 below) shall inform the Participant of his or her individual target level of bonus under the Plan (the “ Target Bonus ”).  The actual LTI Bonus for any given performance period shall be determined based upon the Participant’s Target Bonus and the actual level, if any, of attainment of the pre-established performance targets for such period.

2.2   Participation Notice .  A notice of participation (a “ Participation Notice ”) will be provided to Participants under the Plan setting forth the Target Bonus, the applicable performance period and performance targets for such period.

3.   PERFORMANCE TARGETS.

3.1   Designation of Performance Targets .  The Company’s Chief Executive Officer shall recommend, subject to the Compensation Committee’s approval, the performance measures and performance targets to be used for each performance period and the LTI Bonus to be paid if certain required conditions are met.  Performance targets shall be based on a combination of Company goals, business unit and/or individual goals, or on such other factors as the Company’s Chief Executive Officer, subject to the approval of the Compensation Committee, may determine.  Different performance targets may be established for different participants for any performance period.

3.2   Equitable Adjustment to Performance Targets .  At its discretion, the Compensation Committee may adjust performance goals and/or performance measure results for extraordinary events or accounting adjustments resulting from significant asset purchases or dispositions or other events not contemplated or otherwise co