X0202 4 2006-05-19 0 0001320002 Heritage Financial Group HBOS 0001325806 Smith Mitchell C/O HERITAGE FINANCIAL GROUP 310 WEST OGLETHORPE BOULEVARD ALBANY GA 31701 0 1 0 0 Executive Vice President Common Stock 2006-05-19 4 A 0 6610 0 A 16610 D Stock Appriciation Right 12.54 2006-05-19 4 A 0 16500 0 A 2007-05-19 2016-05-19 Common Stock 16500 16500 D Stock Option ("Right to Buy") 12.54 2006-05-19 4 A 0 16500 0 A 2007-05-19 2016-05-19 Common Stock 165800 16500 D Transaction represents an award of restricted stock under the Issuer's 2006 Equity Incentive Plan. The shares are scheduled to vest in five equal annual installments beginning on May 19, 2007. The stock appreciation rights and employee stock options were granted in tandem. Accordingly, the exercise of one results in the expiration of the other. Transaction represents an award of stock appreciation rights under the Issuer's 2006 Equity Incentive Plan. The stock appreciation rights are scheduled to vest in five equal installments beginning on May 19, 2007. Transaction represents an award of stock options under the Issuer's Equity Incentive Plan. The stock options are scheduled to vest in five equal installments beginning on May 19, 2007. /s/ Tammy Burdette, POA 2006-05-23