SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240-14a-12 Capital City Bank Group, Inc. - --------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) --------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing and registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No: (3) Filing Party: (4) Date Filed: NOTICE OF 2001 ANNUAL MEETING OF SHAREOWNERS AND PROXY STATEMENT Capital City Bank Group, Inc. 217 North Monroe Street Tallahassee, Florida 32301 [LOGO OF CAPITAL CITY BANK] ___________________________________________________________________________ CONTENTS ___________________________________________________________________________ LETTER TO SHAREOWNERS NOTICE OF ANNUAL MEETING OF SHAREOWNERS PROXY STATEMENT General Information 1 Corporate Governance 2 Nominees For Election As Directors 3 Continuing Directors And Executive Officers 4 Audit Committee Report 5 Compensation Committee Report 6 Share Ownership 8 Executive Officers and Transactions With Management 10 Summary Compensation Table 11 Incentive Compensation and Stock Purchase Plans 12 Retirement Plans 13 Five-Year Performance Graph 15 Ratification of Auditors 16 Annual Report 17 EXHIBIT A - Charter of the Audit Committee of the Board of Directors A-1 i _________________________________________________________________________ LETTER TO SHAREOWNERS _________________________________________________________________________ CAPITAL CITY BANK GROUP, INC. 217 North Monroe Street Tallahassee, Florida 32301 April 3, 2001 Dear Fellow Shareowners: You are cordially invited to attend the 2001 Annual Meeting of Shareowners at 4:00 p.m., local time, on Tuesday, April 24, 2001, at the Florida State Conference Center in Tallahassee, Florida. At the meeting, I will report on the state of Capital City's business and plans for the future. Also, we will elect three Class I directors to our board of directors and ratify our accountants for fiscal 2001. Your board of directors encourages the vote of every shareowner. The meeting will begin at 4:00 p.m. I hope you will come early and join your friends for light refreshments at 3:30 p.m. Your vote is important. Whether or not you plan to be present at the meeting, please review the proxy materials and return your proxy instructions by Friday, April 13, 2001. Sincerely, /s/ William G. Smith, Jr. William G. Smith, Jr. President and Chief Executive Officer _____________________________________________________________________________ NOTICE OF ANNUAL MEETING OF SHAREOWNERS _____________________________________________________________________________ - ----------------------------------------- ------------------------------- TIME PLACE - ----------------------------------------- ------------------------------- 4:00 p.m., local time, on April 24, 2001 Florida State Conference Center 555 West Pensacola Street Tallahassee, Florida - ----------------------------------------- ------------------------------- BUSINESS RECORD DATE - ----------------------------------------- ------------------------------- (1) Elect three Class I directors to the Shareowners owning Capital City board of directors Bank Group shares at the close of business on March 9, 2001, (2) Ratify the appointment of Arthur are entitled to attend and vote Andersen LLP as the auditors for the at the meeting fiscal year ending December 31, 2001 (3) Transact other business properly coming before the meeting or any adjournment of the meeting - ----------------------------------------- ------------------------------- DOCUMENTS VOTING - ----------------------------------------- ------------------------------- The Proxy Statement, proxy card, and Even if you plan to attend the Capital City Bank Group Annual Report are meeting in Tallahassee, please included in this mailing provide us your voting instructions in one of the following ways as soon as possible: (1) Internet - use the internet address on the proxy card (2) Telephone - use the toll-free number on the proxy card (3) Mail - mark, sign, and date the proxy card and return in the enclosed postage-paid envelope By Order of the Board of Directors, J. Kimbrough Davis, Corporate Secretary, April 3, 2001 ____________________________________________________________________________ PROXY STATEMENT - GENERAL INFORMATION ____________________________________________________________________________ Q:Why am I receiving this Proxy Statement and proxy card? A:The board of directors is soliciting your proxy for the 2001 Annual Meeting of Shareowners and any adjournments of this meeting. The meeting will be held at 4:00 p.m., local time, on Tuesday, April 24, 2001, at the Florida State Conference Center, 555 West Pensacola Street, Tallahassee, Florida. This Proxy Statement and the proxy card are being provided to shareowners on or about April 3, 2001. Q:What is being voted upon? A:The election of three Class I directors and the ratification of the Company's auditors. None of the proposals to be considered create dissenter's rights. We are not aware of any other matters to be presented to the meeting; however, the holders of the proxies will vote in their discretion on any other matters properly presented. Q:Who can vote? A:All shareowners of record on the record date of March 9, 2001. On that date, there were 10,759,041 Capital City Bank Group common shares outstanding and entitled to vote, and these shares were held of record by approximately 1,599 shareowners. Q:How much does each share count? A:Each share counts as one vote. For the proposals scheduled to be voted upon at the meeting, withheld votes on directors, abstentions and shares held by a broker that the broker fails to vote are all counted to determine a quorum, but are not counted for or against the matters being considered. Q:How do I give voting instructions? A:You may attend the meeting and give instructions in person or by the Internet, by telephone, or by mail. Instructions are on the proxy card. The appropriate individuals named on the enclosed proxy card will vote all properly executed proxies that are delivered in response to this solicitation and not later revoked in accordance with the instructions given by you. Q:Can I change my vote? A:Yes, you may revoke your proxy by submitting a later proxy or by written request received by the Company's corporate secretary before the meeting. You may also revoke your proxy at the meeting and vote in person. Q:What does it mean if I get more than one proxy card? A:You will receive a proxy card for each account that you have. Please vote proxies for all accounts to ensure that all your shares are voted. Q:When are shareowner proposals due for the 2002 Annual Meeting? A:Shareowner proposals that are to be included in the Proxy Statement for the 2002 meeting must be received by December 7, 2001. Shareowner proposals for the 2002 meeting that are not intended to be included in the proxy statement for that meeting must be received by February 19, 2002 or the board of directors can vote the proxies in its discretion on the proposal. Proposals must comply with the proxy rules and be submitted in writing to: J. Kimbrough Davis Corporate Secretary Capital City Bank Group, Inc. 217 North Monroe Street Tallahassee, Florida 32301 Q:Who pays for soliciting proxies? A:The Company pays the cost of soliciting proxies. The officers or other employees of the Company or its subsidiaries may solicit proxies to have a larger representation at the meeting. 1 ________________________________________________________________________ CORPORATE GOVERNANCE ________________________________________________________________________ How is the Company organized? Capital City Bank Group is a financial holding company managed by a core group of officers and governed by a board of directors that has been set at eight members. The board of directors is divided into three classes. What are directors paid for their services? Only non-employee directors are compensated for board service. The pay components for 2000 were: Annual Retainers: * $6,000 for each member of the board of directors * $1,000 additional annual retainer if serving as chairman of a board committee Meeting Fees: * $500 for each board meeting attended * $50 per hour for each committee meeting attended Directors are also permitted to purchase shares of common stock at a 10% discount from fair market value under the 1996 Director Stock Purchase Plan. Purchases under this Plan may not exceed the annual retainer and meeting fees received. COMMITTEES OF THE BOARD Audit Committee: * Members are Mr. Humphress, Chairman; Mr. Lewis; and Ms. Knox. * Consists only of members that are "independent" as that term is defined in Rule 4200(A)(15) of the National Association of Securities Dealers listing standards * Met five times in 2000 * Oversees the Company's auditing, accounting, financial reporting, legal compliance, and internal control functions * Monitors and reviews the Company's compliance with Section 112 of the Federal Deposit Insurance Corporation Improvement Act of 1991 and reviews regulatory reports * Reviews independent accountants' report on the Company's financial statements, significant changes in accounting principles and practices, significant proposed adjustments, and any unresolved disagreements with management concerning accounting or disclosure matters * Recommends independent accountants and reviews their services, fees, and the scope and timing of audits * Operates according to a written charter, a copy of which is attached as Exhibit A Compensation Committee: * Members are Mr. Cox, Chairman; Mr. Humphress; Ms. Knox; Mr.Lewis and Mr. Wight * Met three times in 2000 * Evaluates performance of the President and Chief Executive Officer and recommends compensation * Administers executive compensation plans The board of directors does not have a standing nominating committee. The whole board of directors performs this function. MEETINGS The board of directors met 12 times in 2000. Average director attendance at all board and committee meetings was 97.9%. No director attended less than 75% of the applicable meetings. 2 _______________________________________________________________________ NOMINEES FOR ELECTION AS DIRECTORS _______________________________________________________________________ The board of directors is divided into three classes, designated Class I, Class II and Class III. The directors in each class are elected for terms of three years or until their successors are duly elected and qualified. At the meeting, the shareowners will elect three Class I directors. The individuals named on the enclosed proxy card will vote, unless instructed otherwise, each properly delivered proxy for the election of the following nominees as directors. If a nominee is unable to serve, the shares represented by all valid proxies that have not been revoked will be voted for the election of a substitute as the board of directors may recommend, or the board of directors may by resolution reduce the size of the board of directors to eliminate the resulting vacancy. At this time, the board of directors knows of no reason why any nominee might be unavailable to serve, except that Mr. Wight will reach the age of 72 in 2001 and it is expected he will resign from the board of directors at the end of 2001 in accordance with Company policy. The vacancy created by the retirement of Mr. Wight may or may not be filled at that time. CLASS I DIRECTOR NOMINEES: - -------------------------- CADER B. COX, III Mr. Cox, 51, has been a director since October 1994. Since June 1976, he has served as President of Riverview Plantation, Inc., a resort and agricultural company. WILLIAM G. SMITH, JR. Mr. Smith, 47, has been a director since 1982. In January 1995, he was elected President and Chief Executive Officer of the Company and Chairman of Capital City Bank. Mr. Smith served as Executive Vice President and Chief Operating Officer of the Company from 1987 to 1995 and President and Chief Executive Officer of Capital City First National Bank of Tallahassee from 1989 to 1995. Mr. Smith is the first cousin of Lina S. Knox. JOHN B. WIGHT, JR. Mr. Wight, 71, has been a Class I director since May 1999. He was Chairman of Grady Holding Company and remains Chairman of its subsidiary, First National Bank of Grady County, which entities were acquired by the Company in May 1999. He is a former owner of Wight Nurseries, Inc., an ornamental plant grower in Cairo, Georgia. From 1980 to 1981, he was President of the American Association of Nurserymen. If elected, and except as provided above, Messrs. Cox, Smith and Wight will serve as Class I directors until the 2004 Annual Meeting. Messrs. Cox and Smith have served as directors for at least the past five years. Mr. Wight has served as a director since May 1999. The affirmative vote of a plurality of shares present and entitled to vote is required for the election of directors. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES. 3 __________________________________________________________________________ CONTINUING DIRECTORS AND EXECUTIVE OFFICERS __________________________________________________________________________ CONTINUING CLASS II DIRECTORS: - ------------------------------ (Term expiring in 2002) THOMAS A. BARRON Mr. Barron, 48, has been a director since 1982. He is Treasurer of the Company and was elected President of Capital City Bank in January 1995. He served as President of Capital City Second National Bank from 1979 to 1995 and President of Industrial National Bank from 1982 to 1995. LINA S. KNOX Ms. Knox, 56, has been a director since January 1998. She is a dedicated community volunteer. Ms. Knox is the first cousin of William G. Smith, Jr. JOHN R. LEWIS Mr. Lewis, 58, has been a Class II director since December 1999. He is President and Chief Executive Officer of Super-Lube, Inc., Tallahassee, Florida, which he founded in 1979. From 1997 to 1998, he was the Chairman of Tallahassee Memorial Health Care and currently serves as a board member of this organization. CONTINUING CLASS III DIRECTORS: - ------------------------------- (Term expiring in 2003) DUBOSE AUSLEY Mr. Ausley, 63, has been a director since 1982. He is the Chairman of the Board of the Company and is also Chairman of the law firm of Ausley & McMullen. Since 1992, he has served as a director of TECO Energy, Inc. Since March of 1993, Mr. Ausley has served as a director of Sprint Corporation. From 1982 to 1993, he served as a director of Centel Corporation. JOHN K. HUMPHRESS Mr. Humphress, 52, has been a director since October 1994. Since 1973, he has been a shareholder of Krause Humphress Pace & Wadsworth, Chartered CPA's. OTHER EXECUTIVE OFFICERS: - ------------------------- J. KIMBROUGH DAVIS Mr. Davis, 47, was elected Executive Vice President and Chief Financial Officer of the Company in January 1997. He served as Senior Vice President and Chief Financial Officer from 1991 to 1997. In January 1998, he was elected Executive Vice President and Chief Financial Officer of Capital City Bank. 4 _________________________________________________________________________ AUDIT COMMITTEE REPORT _________________________________________________________________________ The Audit Committee has reviewed and discussed with Capital City Bank Group's management the Company's audited financial statements for fiscal 2000. The Audit Committee has also discussed with Arthur Andersen LLP, the Company's independent auditors, the matters required to be discussed by Statement on Auditing Standards No. 61, received the written disclosures from Arthur Andersen LLP required by Independence Standards Board Standard No. 1, and discussed with Arthur Andersen LLP its independence. Based primarily on such review and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for fiscal 2000. Members of the Committee: John K. Humphress Lina S. Knox John R. Lewis The foregoing Audit Committee Report shall not be deemed to be incorporated by reference into any of the Company's previous or future filings with the Commission, except as otherwise expressly identified by the Company in any such filing. 5 _______________________________________________________________________ COMPENSATION COMMITTEE REPORT _______________________________________________________________________ What Is the Executive Compensation Philosophy? We are responsible for recommending to the board of directors the compensation of William G. Smith, Jr., the Company's President and Chief Executive Officer. Our intent is to provide a competitive compensation program linked directly to the Company's strategic business objectives and its short-term and long-term operating performance. With the objectives of strengthening company performance and maximizing shareowner value over time, this policy serves to align the interests of the President and Chief Executive Officer with those of the shareowners. What Comprises Total Executive Compensation? * Base pay * Short-term incentives * Long-term incentives Total Executive Compensation We use a peer group of banks as a guide for determining the level of compensation. The banks in the peer group were chosen based on the similarities with the Company relative to size and markets served. We also periodically engage an independent executive compensation consultant to assist in the assessment and evaluation of the appropriateness of the compensation. Base Salary We determine base salary by assessing the responsibilities required by the position, the experience of the individual, and the competitive market. Mr. Smith was elected as President and Chief Executive Officer in January 1995. From 1993 to 1998, no adjustments to his base salary were made, even though he assumed additional responsibilities. In 1999, Mr. Smith's base salary increased to $145,000 per year and has not been adjusted since that time. Mr. Smith has also had the opportunity to earn additional compensation under various performance-based compensation plans. Annual Performance Bonuses Annual cash bonuses are paid through the profit participation plan. All of the senior level executives participate in this plan. Performance Goals We base annual performance bonuses on the attainment of corporate and individual goals that we set at the beginning of the year. We believe that accomplishing corporate goals is essential for the Company's continued success and sustained financial performance. The amount of cash bonus which Mr. Smith may earn increases or decreases, within a range, by a multiple of the percentage by which net income exceeds or falls short of established profit goals. The goals are based upon earnings performance. We believe improved earnings performance will translate into long- term increases in shareowner value. Annual Bonus Payments Mr. Smith's annual bonus was tied directly to the Company's actual profitability for 2000 compared to targeted profitability. We believe his performance and influence are best measured by the Company's profitability and performance goals. In 2000, his incentive compensation of $243,043, represented 66% of his total cash compensation. Incentive Plan The Company maintains an Associate Incentive Plan. Under this plan, Mr. Smith is eligible to earn common stock. Actual grants are determined by the board of directors based on the achievement of short-term and long-term performance goals. These goals are set by the board of directors with reference to several performance factors. The factors are 6 generally based on financial performance, including earnings, operating efficiency, asset quality and growth. Specific targets and weightings used for establishing short-term and long-term performance goals are subject to change at the beginning of each measurement period, and are influenced by the board of directors' desire to emphasize performance in certain areas. In addition to stock earned in 2000, the Company provided a cash bonus equal to 31% of the value of stock as a partial offset to the tax liability incurred by Mr. Smith. For achieving short-term performance goals for 2000, Mr. Smith received a payout of 697 shares under this plan, with a fair market value of $24.8125 per share as of December 31, 2000. The opportunity at maximum performance was 1,266 shares. For achieving long-term performance goals for 2000, Mr. Smith received a payout of 1,458 shares under this plan, with a fair market value of $24.8125 per share as of December 31, 2000. The opportunity at maximum performance was 2,916 shares. During the five-year period from January 1, 1997 to December 31, 2001, William G. Smith, Jr. is entitled to receive 22,500 shares of common stock as a restricted stock award under the 1996 Incentive Plan. The award vested in five 4,500-share increments as the Company's stock met certain price thresholds. Mr. Smith could forfeit these shares if Mr. Smith's employment is terminated during the five-year period. On December 19, 1997, Mr. Smith was granted 18,000 shares of common stock in accordance with the provisions of this award. On that date, the closing price of the common stock was $26.83 per share. On February 28, 1998, Mr. Smith received the remaining 4,500 shares subject to this award. On that date, the closing price of the common stock was $29.25 per share. Summary We believe that the policies and programs described in this report link pay and performance and serve the best interest of shareowners. We frequently review the various pay plans and policies and modify them as we deem necessary to continue to meet the Company's business objectives and philosophy. Members of the Committee: Cader B. Cox, III John K. Humphress Lina S. Knox John R. Lewis John B. Wight, Jr. 7 __________________________________________________________________________ SHARE OWNERSHIP __________________________________________________________________________ SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE The Company's directors and executive officers, and parties owning beneficially more than 10% of the common stock, must file reports with the Securities and Exchange Commission to reflect their interests in the Company's common stock. Copies of these reports must be furnished to the Company. Based solely upon on a review of these reports received by the Company for fiscal 2000 and written representations from some of its officers and directors, the Company believes that each required Section 16(a) report for 2000 was filed on time. SHARE OWNERSHIP TABLE Beneficial owners of more than 5% of the common stock are required to file reports with the Securities and Exchange Commission. The following table provides information, as of March 9, 2001, on the common stock beneficially owned by beneficial owners who have filed the required reports, beneficial owners who were known to the Company to beneficially own more than 5% of the common stock, directors, executive officers named in the Summary Compensation Table, and all executive officers and directors as a group. - -------------------------------------------------------------------------------- Shares Percentage of Beneficially Outstanding Owned (1) Shares Owned - -------------------------------------------------------------------------------- Robert H. Smith(2) 2,127,827 (3) 19.78% Post Office Box 11248 Tallahassee, Florida 32302 William G. Smith, Jr.(2) 2,170,907 (4) 20.18% Post Office Box 11248 Tallahassee, Florida 32302 John B. Wight, Jr. 635,900 (5) 5.91% Post Office Box 58 Cairo, Georgia 31728 DuBose Ausley 519,176 (6) 4.83% Thomas A. Barron 226,849 (7) 2.11% Cader B. Cox, III 252,734 (8) 2.35% J. Kimbrough Davis 36,283 (9) * John K. Humphress 362,234 (10) 3.37% Lina S. Knox(2) 69,225 (11) * John R. Lewis 3,711 * All Directors and Executive Officers as a Group (9 Persons) 4,033,019 37.48% *Represents less than one percent. - -------------------------------------------------------------------------------- (1) For purposes of this table, a person is deemed to be the beneficial owner of any shares of common stock if he or she has or shares voting or investment power with respect to the shares or has a right to acquire beneficial ownership at any time within 60 days from the record date. "Voting power" is the power to vote or direct the voting of shares and "investment power" is the power to dispose or direct the disposition of shares. (2) Robert H. Smith and William G. Smith, Jr. are brothers, and Lina S. Knox is their first cousin. 8 (3) Includes (i) 63,916 shares in accounts for his children for which Mr. Smith is Custodian; (ii) 360,533 shares held in certain trusts under which Mr. Smith shares voting and investment power as a co-trustee; (iii) 368,252 shares held by a partnership under which Mr. Smith shares voting and investment power; and (iv) 27,528 shares owned by Mr. Smith's wife, of which he disclaims beneficial ownership. Of the shares beneficially owned by Robert H. Smith, 728,785 shares are also beneficially owned by William G. Smith, Jr. (4) Includes (i) 49,930 shares in accounts for his children for which Mr. Smith is Custodian; (ii) 360,533 shares held in certain trusts under which Mr. Smith shares voting and investment power as a co-trustee; (iii) 368,252 shares held by a partnership under which Mr. Smith shares voting and investment power; and (iv) 21,817 shares owned by Mr. Smith's wife, of which he disclaims beneficial ownership. Of the shares beneficially owned by William G. Smith, Jr., 728,785 shares are also beneficially owned by Robert H. Smith. (5) Includes 92,708 shares owned by Mr. Wight's wife, of which he disclaims beneficial ownership. (6) Includes (i) 182,676 held in trust under which Mr. Ausley serves as trustee and has sole voting and investment power; and (ii) 4,425 shares owned by Mr. Ausley's wife, of which he disclaims beneficial ownership. (7) Includes (i) 50,542 shares held in trusts under which Mr. Barron serves as trustee; (ii) 459 shares for which Mr. Barron has power of attorney and may be deemed to be a beneficial owner; and (iii) 18,500 shares owned by Mr. Barron's wife, of which he disclaims beneficial ownership. (8) Includes 244,000 shares held in a trust under which Mr. Cox shares voting and investment power as a co-trustee, of which he disclaims beneficial ownership. (9) Includes (i) 944 shares in accounts for his children for which Mr. Davis is Custodian; (ii) 12,879 shares owned jointly by Mr. Davis and his wife; and (iii) 3,265 shares owned by Mr. Davis's wife, directly and through an Individual Retirement Account, all of which he disclaims beneficial ownership. (10) Includes (i) 77,370 shares held by a limited partnership of which Mr. Humphress is a general partner and shares voting and investment power; (ii) 2,841 shares owned jointly by Mr. Humphress and his wife; (iii) 2,100 shares in accounts for his children for which Mr. Humphress is Custodian; (iv) Includes 244,000 shares held in a trust under which Mr. Humphress shares voting and investment power as a co-trustee; and (v) 1,102 shares owned by Mr. Humphress's wife, directly and through an Individual Retirement Account, all of which he disclaims beneficial ownership. (11) Includes 2,400 shares owned jointly by Ms. Knox and her husband. 9 ______________________________________________________________________ EXECUTIVE OFFICERS AND TRANSACTIONS WITH MANAGEMENT ______________________________________________________________________ EXECUTIVE OFFICERS Executive officers are elected annually by the board of directors at its meeting following the annual meeting of shareowners to serve for a one year term and until their successors are elected and qualified. Messrs. Ausley, Barron and William G. Smith, Jr. serve as directors and executive officers of the Company and Mr. Davis is an executive officer of the Company. For information pertaining to the business experience and other positions held by these individuals, see "NOMINEES FOR ELECTION AS DIRECTORS" and "CONTINUING DIRECTORS AND EXECUTIVE OFFICERS." TRANSACTIONS WITH MANAGEMENT AND RELATED PARTIES During 2000, Capital City Bank, a wholly-owned subsidiary of the Company, had outstanding loans to several of the Company's directors, executive officers, their associates and members of the immediate families of these directors and executive officers. These loans were made in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others. These loans do not involve more than the normal risk of collectability or present other unfavorable features. DuBose Ausley, Chairman of the Board, is Chairman of Ausley & McMullen, the Company's general counsel. During 2000, the Company and the Company's subsidiaries paid legal fees to this law firm of approximately $335,000. Capital City Bank's Apalachee Parkway Office is located on land leased from the Smith Interests General Partnership L.L.P. ("SIGP") in which William G. Smith, Jr., Robert H. Smith and Lina S. Knox are partners. In addition, a trust for the benefit of Elaine W. Smith, a relative of William G. Smith, Jr. and Robert H. Smith, of which DuBose Ausley, Chairman of the Board, is trustee, is also a partner of SIGP. As trustee of this trust, Mr. Ausley has the power to vote the SIGP interests owned by the trust. Lease payments during 2000 from the Company to SIGP totaled approximately $81,000. 10 ___________________________________________________________________________ SUMMARY COMPENSATION TABLE ___________________________________________________________________________ The following summary compensation table shows compensation information for the Company's President and Chief Executive Officer and the two other executive officers of the Company who earned over $100,000 in aggregate salary, bonus and other compensation in the fiscal year ended December 31, 2000.