EXHIBIT 4.3

                                 AMENDMENT NO. 2
                                       TO
                             1996 STOCK OPTION PLAN
                                       OF
                            THE INTERCEPT GROUP, INC.

     WHEREAS, effective as of November 12, 1996, the Board of Directors and the
shareholders of The InterCept Group, Inc. approved and adopted The InterCept
Group, Inc. amended and restated 1996 Stock Option Plan (the "1996 Plan");

     WHEREAS, on March 29, 2000, the Board of Directors approved and adopted an
amendment of the 1996 Plan and recommended that it be approved by the
shareholders (the "First Amendment");

     WHEREAS, the First Amendment was duly approved by the shareholders after it
was submitted to the shareholders for their vote in the Definitive Proxy
Statement of The InterCept Group, Inc. on Schedule 14A filed with the Securities
and Exchange Commission on April 14, 2000; and

     WHEREAS, on November 2, 2001, the Board of Directors approved and adopted
the following amendment to the 1996 Plan, as previously amended in the First
Amendment (the "Second Amendment");

     NOW, THEREFORE, the 1996 Plan, as previously amended in the First
Amendment, is hereby further amended as follows:

     1. Section 5.1 is deleted in its entirety and replaced with the following:

     5.1 Limitations. Subject to any antidilution adjustment pursuant to the
         -----------
         provisions of Section 5.2 hereof, the maximum number of shares of
         Stock that may be issued hereunder shall be 2,840,557, and not more
         than 315,795 shares of Stock may be made subject to Options to any
         individual in the aggregate in any one fiscal year of the Company,
         such limitation to be applied in a manner consistent with the
         requirements of, and only to the extent required for compliance with,
         the exclusion from the limitation on deductibility of compensation
         under Section 162(m) of the Code. The number of shares of Stock
         available for issuance hereunder shall automatically increase on the
         first trading day each calendar year beginning January 1, 1999, by an
         amount equal to three percent (3%) of the shares of Stock outstanding
         on the trading day immediately preceding January 1; but in no event
         shall any such annual increase exceed 315,795 shares (subject to
         adjustment under Section 5.2). Any or all shares of Stock subject to
         the Plan may be issued in any combination of Incentive Stock Options,
         non-Incentive Stock Options, Restricted Stock, or SARs, and the amount
         of Stock subject to the Plan



         may be increased from time to time in accordance with Article X,
         provided that the total number of shares of Stock issuable pursuant to
         Incentive Stock Options may not be increased to more than 2,815,557
         (other than pursuant to anti-dilution adjustments and the annual
         increase provided above) without shareholder approval. Shares subject
         to an Option or issued as an Award may be either authorized and
         unissued shares or shares issued and later acquired by the Company.
         The shares covered by any unexercised portion of an Option or Award
         that has terminated for any reason (except as set forth in the
         following paragraph), or any forfeited portion of an Option or Award,
         and shares tendered for cashless exercise and withheld for taxes may
         again be optioned or awarded under the Plan, and such shares shall not
         be considered as having been optioned or issued in computing the
         number of shares of Stock remaining available for option or award
         hereunder.

         If Options are issued in respect of options to acquire stock of any
         entity acquired, by merger or otherwise, by the Company (or any
         subsidiary of the Company), to the extent that such issuance shall not
         be inconsistent with the terms, limitations and conditions of Code
         Section 422 or Rule 16b-3 under the Exchange Act, the aggregate number
         of shares of Stock for which Options may be granted hereunder shall
         automatically be increased by the number of shares subject to the
         Options so issued; provided, however, that the aggregate number of
         shares of Stock for which Options may be granted hereunder shall
         automatically be decreased by the number of shares covered by any
         unexercised portion of an Option so issued that has terminated for any
         reason, and the shares subject to any such unexercised portion may not
         be optioned to any other person.

     2. Effective Date and Termination Date. The effective date of this
Amendment is November 2, 2001, the date on which the Board adopted this
Amendment. This Amendment shall terminate on the tenth anniversary of the
effective date of the Plan.


                                      THE INTERCEPT GROUP, INC

                                      By: /s/ Scott R. Meyerhoff
                                          ------------------------------
                                          Name:  Scott R. Meyerhoff
                                          Title: Chief Financial Officer, Senior
                                                 Vice President, and Secretary