Amended and Restated Deferred Compensation Plan

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ARTICLE 1 Definitions

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ARTICLE 2 Selection, Enrollment, Eligibility

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ARTICLE 3 Deferral Commitments/Vesting/Crediting/Taxes

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ARTICLE 4 Deduction Limitation

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ARTICLE 5       In-Service Distribution; Unforeseeable Financial Emergencies; Withdrawal Election

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ARTICLE 6 Distributions

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ARTICLE 7 Retirement Benefit

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ARTICLE 8 Termination Benefit

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ARTICLE 9 Disability Benefit

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ARTICLE 10 Survivor Benefit

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ARTICLE 11 Beneficiary Designation

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ARTICLE 12 Leave of Absence

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ARTICLE 13 Termination, Amendment or Modification

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ARTICLE 14 Administration

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ARTICLE 15 Other Benefits and Agreements

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ARTICLE 16 Claims Procedures

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ARTICLE 17 Trust

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ARTICLE 18 Miscellaneous

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1.1

“Account Balance” shall mean, with respect to a Participant, a credit on the records of the Employer equal to the Deferral Account balance. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2

“Annual Deferral Amount” shall mean that portion, expressed as a stated dollar amount or a percentage as may be permitted on the applicable Election Form as approved and provided by the Committee, of a Participant's Base Salary, Bonus or LTIP Amount that a Participant defers in accordance with ARTICLE 3 for any one Plan Year. In the event of a Participant's Retirement, death or a Cessation of Employment prior to the end of a Plan Year, such year's Annual Deferral Amount shall be the actual amount withheld prior to such event.

1.3

“Annual Installment Method” shall be an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: (i) for the first annual installment, the Account Balance of the Participant shall be calculated as of the close of business on or around the last business day of the Plan Year in which the Participant Retires or is deemed to have Retired in accordance with Section 9.2, as determined by the Committee in its sole discretion, and (ii) for remaining annual installments, the Account Balance of the Participant shall be calculated on every applicable anniversary of the last business day of the Plan Year in which the Participant Retires or is deemed to have Retired in accordance with Section 9.2. Each annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due to the Participant.

1.4

“Bank” shall mean Lake City Bank, an Indiana state bank, and any successor to all or substantially all of the Bank’s assets or business.

1.5

“Base Salary” shall mean the annual cash compensation relating to services performed for the Employer during any calendar year, excluding distributions from nonqualified deferred compensation plans, Bonuses, commissions, overtime, fringe benefits, relocation expenses, incentive payments, stock options, restricted stock, stock appreciation rights, and other equity or non-cash incentive based awards, non-monetary awards, director fees and other fees, automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income) and any extraordinary items of compensation. Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of the Employer and shall be calculated to include amounts not otherwise included in the Participant's gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by the Employer; provided, however , that all such amounts will be included in Base Salary only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee.

1.6

“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with ARTICLE 11, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.7

“Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes signs and returns to the Committee to designate one or more Beneficiaries.

1.8

“Benefit Distribution Date” shall have the meaning set forth in 6.1.

1.9

“Board” shall mean the board of directors of the Bank.

1.10

“Bonus” shall mean compensation related to services performed for the Employer during a calendar year, as approved by the Committee in its sole discretion, under any annual bonus or cash incentive plans, excluding any earnings that result from or are related to the grant, award or exercise of stock options, restricted stock, stock appreciation rights, other equity based awards and all other non-cash incentive based awards.

1.11

“Cessation of Employment” shall mean the severing of employment with the Employer, voluntarily or involuntarily, for any reason other than Retirement, Disability, death or an authorized leave of absence; provided that such cessation of employment qualifies as a separation from service under Section 409A.

1.12

“Change in Control” shall mean:

(a)

The date of the consummation of the acquisition by any “person” (as such term is defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (“1934 Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of Lakeland Financial Corporation (the “Company”); or

(b)

The date that individuals who, as of date hereof, are members of the board of directors of the Company (the “Company Board”) cease for any reason to constitute a majority of the Company Board, unless the election, or nomination for election by the Company stockholders, of a new Company director was approved by a vote of a majority of the Company Board, and such new director shall, for purposes of this Plan, be considered as a member of the Company Board; or

(c)

The date of the consummation by the Company of (i) a merger or consolidation of the Company, if the Company stockholders immediately before such merger or consolidation, do not, as a result of such merger or consolidation, own directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation, in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Company outstanding immediately before such merger or consolidation or (ii) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because fifty percent (50%) or more of the combined voting power of the then outstanding securities of the Company is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the entity or (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company immediately prior to such acquisition.

In the event that any benefit under the Plan constitutes Deferred Compensation (as defined in Section 409A) and the settlement of or distribution of benefits under this Plan is to be triggered by a Change in Control, then such settlement or distribution shall be subject to the event constituting the Change in Control also constituting a “change in control event’ permitted under Section 409A.

1.13

“Claimant” shall have the meaning set forth in Section 16.1.

1.14

“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, and the regulations promulgated thereunder from time to time.

1.15

“Committee” shall mean the committee described in ARTICLE 13.

1.16

“Deduction Limitation” shall mean the limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan, as set forth in ARTICLE 4.

1.17

“Deferral Account” shall mean (i) the sum of all of a Participant's Annual Deferral Amounts, plus (ii) amounts credited or debited to the Participant’s Deferral Account in accordance with this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account.

1.18

“Director” shall mean any member of the Board.

1.20

“Disability Benefit” shall mean the benefit set forth in ARTICLE 9.

1.21

“Effective Date” means December 9, 2008; provided, however, that if any change pursuant to the amendment and restatement of this Plan constitute a change in the form or timing of distributions under Section 409A, such changes shall be effective as of January 1, 2009.

1.22

“Election Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan for deferrals and to designate the time and form of payment.

1.23

“Employee” shall mean a person who is an employee of an Employer, as determined by the Committee.

1.24

“Employer” shall mean the Bank and/or any of its subsidiaries or parent company (now in existence or hereafter formed or acquired).

1.25

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time, and the regulations promulgated thereunder from time to time.

1.26

“In-Service Distribution” shall mean the distribution set forth in Section 5.1.

1.27

“LTIP Amounts” shall mean any portion of the compensation attributable to a Plan Year that is earned by a Participant under the Lakeland Financial Corporation Long Term Cash Incentive Plan.

1.28

“Participant” shall mean any Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, (v) who commences participation in the Plan, and (vi) whose Plan Agreement has not terminated. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if he or she has an interest in the Participant's benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce. Exclusively for purposes of this Plan, a person shall remain an Employee without interruption or Cessation of Service if the person is transferred to or from the Bank and any of its subsidiaries.

1.29

“Plan” shall mean the Lake City Bank Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

1.30

“Plan Agreement” shall mean a written agreement in the form prescribed by or acceptable to the Committee that evidences a Participant’s agreement to the terms of the Plan and which may establish additional terms or conditions of Plan participation for a Participant. A Plan Agreement may, in the Committee’s sole discretion, provide for differing distribution elections for separate Plan Years. Unless otherwise determined by the Committee, the most recent Plan Agreement accepted with respect to a Participant shall supercede any prior Plan Agreements for such Participant.

1.31

“Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.32

“Retirement,” “Retire(s)” or “Retired” shall mean Cessation of Employment from all Employers for any reason other than a leave absence, death or Disability on or after the earlier of the attainment of age fifty-five (55) with ten (10) Years of Service.

1.33

“Retirement Benefit” shall mean the benefit set forth in ARTICLE 7.

1.34

“Section 409A” shall mean Code Section 409A, and any U.S. Treasury Department regulations and guidance promulgated thereunder, including such regulations and guidance promulgated after the effective date of the Plan as deemed appropriate by the Committee.

1.35

“Specified Employee” shall mean any Participant who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Committee based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). All Participants who are determined to be key employees under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period shall be treated as Specified Employees for purposes of the Plan during the 12-month period that begins on April 1st following the close of such identification period. For purposes of determining whether an individual is a key employee under Code Section 416(i), “Compensation” shall mean such individual’s W-2 compensation as reported by the Employer for a particular calendar year.

1.36

“Survivor Benefit” shall mean the benefit set forth in ARTICLE 10.

1.37

“Termination Benefit” shall mean the benefit set forth in ARTICLE 8.

1.38

“Trust” shall mean one or more trusts established shall mean one or more trusts established by the Bank in accordance with ARTICLE 17.

1.39

“Unforeseeable Emergency” shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in a severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, (ii) a loss of the Participant’s property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

1.40

“Years of Service” shall mean the total number of full years in which a Participant has been employed by one or more Employers. For purposes of this definition, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Employee's date of hiring and that, for any subsequent year, commences on the anniversary of that hiring date. The Committee in its discretion may adjust the hire date of a Participant solely for purposes of this Plan to reflect prior Years of Service in the event a Participant is re-hired by the Employer. A partial year of employment shall not be treated as a Year of Service.

2.1

Selection by Committee . Participation in the Plan shall be limited to a select group of management and highly compensated Employees of the Employer, as determined by the Committee in its sole discretion. From that group, the Committee shall select, in its sole discretion, Employees who may actually participate in the Plan.

2.2

Enrollment and Eligibility Requirements; Commencement of Participation .

(a)

As a condition of participation, each selected Employee who is eligible to participate in the Plan effective as of the first day of a Plan Year shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form prior to the first day of such Plan Year, or such other earlier deadline as may be established by the Committee in its sole discretion. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

(b)

A selected Employee who first becomes eligible to participate in this Plan after the first day of a Plan Year and who is not otherwise prohibited from making an election under this subsection (b) by operation of the plan aggregation requirements of Section 409A, must complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form within thirty (30) days after he or she first becomes eligible to participate in the Plan, or within such other earlier deadline as may be established by the Committee, in its sole discretion, in order to participate for that Plan Year. In such event, such person’s participation in this Plan shall not commence earlier than the date determined by the Committee pursuant to Section 2.2(c) and such person shall not be permitted to defer under this Plan any portion of his or her Base Salary, Bonus or LTIP Amounts that are paid with respect to services performed prior to his or her participation commencement date, except to the extent permissible under Section 409A.

(c)

Each selected Employee who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Committee determines, in its sole discretion, that the Employee has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period. Notwithstanding the foregoing, the Committee shall process such Participant’s deferral election as soon as administratively practicable after such deferral election is submitted to and accepted by the Committee.

(d)

Notwithstanding the foregoing provisions of this Section 2.2, if the Participant was eligible to participate in any other account balance plans sponsored by the Plan (as referenced in Section 409A) prior to becoming eligible to participate in this Plan, the initial election to defer Base Salary, Bonuses and LTIP Amounts under this Plan shall not be effective until the Plan Year following the Plan Year in which the Participant became eligible to participate in this Plan.

(e)

If an Employee fails to meet all requirements contained in this Section 2.2 within the period required, that Employee shall not be eligible to participate in the Plan during such Plan Year.

2.3

Termination of Participation and/or Deferrals . If the Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the right, in its sole discretion and to the extent permitted by Section 409A, to (i) terminate any deferral election the Participant has made for the remainder of the Plan Year in which the Committee makes such determination, (ii) prevent the Participant from making future deferral elections and/or (iii) take further action that the Committee deems appropriate or necessary. Notwithstanding the foregoing, in the event of a termination of the Plan in accordance with Section 13.1, the termination of the affected Participants’ eligibility for participation in the Plan shall not be governed by this Section 2.3, but rather shall be governed by ARTICLE 13. In the event that a Participant is no longer eligible to defer compensation under this Plan, the Participant’s Account Balance shall continue to be governed by the terms of this Plan until such time as the Participant’s Account Balance is paid in accordance with the terms of this Plan.

3.1

Minimum Annual Deferral Amount . For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, a portion of Base Salary, Bonus and/or LTIP Amounts in a minimum amount of one thousand dollars ($1,000). If a Participant elects less than the stated minimum amount or except as provided in Section 3.3 if a Participant fails to make an election, the amount deferred shall be zero (“0.00”).

3.2

Maximum Deferral .

(a)

Maximum Annual Deferral Amount . For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, a portion of Base Salary, Bonus and/or LTIP Amounts up to the following maximum percentages for each deferral elected:

(b)

Short Plan Year . Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount (i) with respect to Base Salary shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and Election Form to the Committee for acceptance, and (ii) with respect to Bonus, shall be limited to those amounts deemed eligible for deferral, in the sole discretion of the Committee.

3.3

Timing of Deferral Elections; Effect of Election Form .

(a)

First Plan Year . In connection with a Participant's commencement of participation in the Plan, the Participant shall complete an Election Form, along with such other elections as the Committee deems necessary or desirable under the Plan. The Election Form must be completed prior to the first day of the Plan Year or within thirty (30) days of the Employee first becoming eligible to participate in the Plan if not at the beginning of a Plan Year, or within such other earlier deadline as may be established by the Committee, in its sole discretion, in order to participate for that Plan Year. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above), and accepted by the Committee. Once the Election Form is submitted it is irrevocable and shall remain in effect for the entire Plan Year and all subsequent Plan Years, unless the Participant submits a revised Election Form prior to the end of a Plan Year to be effective as of the first day of the subsequent Plan Year, within the time frame set out by the Committee for completing revised Election Forms as described in subsection (b).

(b)

Subsequent Plan Years . For each succeeding Plan Year, the Election Form completed and filed by the Participant shall remain in effect, unless a Participant completes a revised Election Form prior to the end of one Plan Year to be effective as of the first day of the next following Plan Year. The Committee, in its sole discretion, shall set forth the timeframe for accepting revised Election Forms, and such other elections as the Committee deems necessary or desirable under the Plan.

(c)

Transition Rules . In a manner consistent with Section 409A, during 2007 and 2008 the Committee may solicit new distribution election forms from Participants in order for the Participants to change the method or timing of distribution of all amounts subject to Section 409A, provided such elections are solicited and properly made prior to December 31, 2007 or December 31, 2008, as applicable. In the event the Committee elects to solicit new forms under this Section, the failure by a Participant to submit a complete and timely revised form will result in the application of the Participant’s most recently submitted and accepted form.

3.4

Withholding and Crediting of Annual Deferral Amounts . For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The portions of Bonus and/or LTIP Amount of the Annual Deferral Amount shall be withheld at the time the Bonus or LTIP Amount are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to a Participant’s Deferral Account at the time such amounts would otherwise have been paid to the Participant.

3.5

Vesting . A Participant shall at all times be 100% vested in that portion of his or her Deferral Account representing the Participant’s Annual Deferral Amounts.

3.6

Crediting/Debiting of Account Balances . In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant's Account Balance in accordance with the following rules:

(a)

Measurement Funds . Subject to the restrictions found in Section 3.6(b) below, the Participant may elect one or more of the measurement funds selected by the Committee, in its sole discretion, which are based on certain mutual funds (the “Measurement Funds”), for the purpose of crediting or debiting additional amounts to his or her Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Each such action will take effect as of the first day of the first calendar quarter that begins at least thirty (30) days after the day on which the Committee gives Participants advance written notice of such change.

(b)

Election of Measurement Funds . Subject to the restrictions found in this Section 3.6(b), a Participant, in connection with his or her initial deferral election in accordance with Section 3.3(a) above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.6(a) above) to be used to determine the amounts to be credited or debited to his or her Account Balance. If a Participant does not elect any of the Measurement Funds as described in the previous sentence, the Participant’s Account Balance shall automatically be allocated into the lowest-risk Measurement Fund, as determined by the Committee, in its sole discretion. Subject to the restrictions found in this Section 3.6(b) below, the Participant may (but is not required to) elect, by submitting an Election Form to the Committee that is accepted by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply as of the first business day deemed reasonably practicable by the Committee, in its sole discretion, and shall continue thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence.

(c)

Proportionate Allocation . In making any election described in Section 3.6(b) above, the Participant shall specify on the Election Form, in increments of one percent (1%), the percentage of his or her Account Balance to be allocated to a Measurement Fund (as if the Participant was making an investment in that Measurement Fund with that portion of his or her Account Balance).

(d)

Crediting or Debiting Method . The performance of each Measurement Fund (either positive or negative) will be determined by the Committee, in its sole discretion on a daily basis based on the manner in which such Participant’s Account Balance has been hypothetically allocated among the Measurement Funds by the Participant.

(e)

No Actual Investment . Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant's election of any such Measurement Fund, the allocation of his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Bank or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Partic