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Exhibit 10.6


                           INTEGRITY BANCSHARES, INC.
                        2003 DIRECTORS STOCK OPTION PLAN



1.   DEFINITIONS

     a.   "Affiliate" - used to indicate a relationship to a specified person,
          firm, corporation, partnership, association or entity, and shall mean
          any person, firm, corporation, partnership, association or entity
          that, directly or indirectly or through one or more intermediaries,
          controls, is controlled by or is under common control with such
          person, firm, corporation, partnership, association or entity.

     b.   "Bank" - Integrity Bank.

     c.   "Board" - the Board of Directors of the Corporation.

     d.   "Code" - the Internal Revenue Code of 1986, as amended.

     e.   "Committee" - the Compensation Committee of the Board or a committee
          named specifically by the Board to administer this Plan.

     f.   "Common Stock" - the common voting stock of the Corporation.

     g.   "Corporation" - INTEGRITY BANCSHARES, INC.

     h.   "Director" - a voting member of the Board of Directors of the Bank or
          the Corporation.

     i.   "Emeritus Director" - a former Director of the Bank or the Corporation
          who has been designated by the Board of Directors of the Bank or the
          Corporation as an emeritus non-voting advisory member of any such
          Board.

     j.   "Fair Market Value" - as determined in good faith by the Board.

     k.   "Non-Qualified Options" - options which are not "qualified" within the
          meaning of Sections 422 and 423 of the Code.

     l.   "Option" - right to purchase shares of Common Stock.

     m.   "Option Agreement" - formal agreement for each grant with specific
          terms and conditions not inconsistent with this Plan.

     n.   "Optionee" - an eligible person under Section 5 below who has been
          granted Options under Plan.

     o.   "Plan" - the Integrity Bancshares, Inc. 2003 Directors Stock Option
          Plan.



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2.   PURPOSE

     The  purposes of the Plan is to advance the  interests  of the Bank and the
     Corporation  and its  shareholders  by  providing  Directors  and  Emeritus
     Directors of the Bank and the  Corporation  a sense of  proprietorship  and
     personal  involvement and to encourage  Directors and Emeritus Directors of
     the Bank and the  Corporation  to remain with and devote their best efforts
     to their respective Bank or the Corporation.

3.   SHARES SUBJECT TO THE PLAN

     There shall be  authorized  and reserved for issuance  upon the exercise of
     Options to be granted under the Plan 130,000 shares of Common Stock.

4.   ADMINISTRATION

     The  Committee  shall have complete  authority to interpret the Plan,  make
     grants, and determine terms and conditions within the context of the Plan.

5.   ELIGIBILITY

     The following  persons are eligible to receive  Options under the Plan: All
     Directors and Emeritus  Directors of the Bank and the  Corporation.  To the
     extent that shares are available,  Directors who take office  subsequent to
     the effective date of the Plan shall be eligible to receive Options.

6.   GRANTING OF OPTIONS; OPTION EXERCISE PRICE

     All  Options  granted  under the Plan  will be  Non-Qualified  Options  and
     evidenced by an Option Agreement. The following individuals will receive an
     Option to purchase the number of shares of Common Stock indicated at $11.00
     per share,  which the Board has  determined  to be the Fair Market Value of
     the stock as of the date of the grant. The Options will vest immediately.

                  NAME                      NUMBER OF SHARES

                  James E. Bridges               10,000
                  Clinton M. Day                 10,000
                  Don C. Hartsfield              10,000
                  Richard H. Peden, Sr.          10,000
                  Charles J. Puckett             10,000
                  Gerald O. Reynolds             10,000
                  Steven M. Skow                 10,000
                  Jack Murphy                    10,000
                  Robert Wholey                  10,000

         The Corporation may make additional grants of Options as desirable. Any
         Option granted hereunder shall have a per share option exercise price
         at least equal to the Fair Market Value of a share on the date of the
         grant as determined in good faith by the Board of Directors.



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7.   TERM OF OPTION

     Options  granted  hereunder  shall be exercisable in whole or in part, from
     time to time,  during the  ten-year  period  subsequent  to the date of the
     grant.  Except as provided in Section 10, no Option  granted under the Plan
     may be exercised prior to six months after the date it is granted.

8.   MANNER OF EXERCISE

     The  Options  shall  be  exercised  by  written  notice,  delivered  to the
     Corporation  and signed by the Director or Emeritus  Director or his or her
     successors stating the number of shares with respect to which the Option is
     being exercised.  Payment in full of the Option price of the shares must be
     made at the time of exercise,  and payment may be made in cash or shares of
     the Common Stock previously held by the Optionee or a combination  thereof.
     Payment in shares may be made with  shares  received  upon the  exercise or
     partial  exercise  of an  Option,  whether  or not  involving  a series  of
     exercises or partial  exercises and whether or not share  certificates  for
     such  shares  surrendered  have  been  delivered  to the  Optionee.  Shares
     surrendered  in  payment of the  Option  Price  shall be valued at the Fair
     Market Value as of the date of the exercise.

9.   NON-TRANSFERABILITY

     Options  can  only be  transferred  by will or by the laws of  descent  and
     distribution.

10.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; ACCELERATION OF EXERCISE RIGHTS

     The total number of shares on which  Options may be granted  under the Plan
     and Option  rights  (both as to the number of shares and the option  price)
     shall be appropriately  adjusted for any increase or decrease in the number
     of outstanding  shares of Common Stock of the Corporation  resulting from a
     stock  split  or  payment  of a  stock  dividend  on the  Common  Stock,  a
     subdivision  or   combination   of  shares  of  the  Common  Stock,   or  a
     reclassification  of the  Common  Stock,  and in the  event of a merger  or
     consolidation in accordance with the following paragraph.

     After any merger, consolidation or reorganization of any form involving the
     Corporation  as  a  party  thereto  involving  any  exchange,   conversion,
     adjustment  or  other   modification  of  the  outstanding  shares  of  the
     Corporation=s   Common   Stock,   each   Optionee   at  the  time  of  such
     reorganization shall, at no additional cost, be entitled, upon any exercise
     of his or her  Option,  to  receive,  in lieu of the number of shares as to
     which  such  Option  shall  then be so  exercised,  the number and class of
     shares of stock or other  securities  or such other  property to which such
     Optionee would have been entitled pursuant to the terms of the agreement of
     merger or  consolidation,  if at the time of such merger or  consolidation,
     such  Optionee  had been a holder  of  record  of a number of shares of the
     Common Stock of the  Corporation  equal to the number of shares as to which
     such Option shall then be so exercised.  Comparable  rights shall accrue to
     each Optionee in the event of successive  mergers or  consolidations of the
     character described above.

     The foregoing  adjustments and the manner of their  application  will be in
     the sole discretion of the Committee to determine.



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     In the event of: (1) the adoption of a plan of merger or  consolidation  in
     which the Corporation=s shareholders as a group would receive less than 50%
     of the voting  capital stock of the surviving  entity;  (2) the approval by
     the Board of Directors of the Corporation of an agreement providing for the
     sale  or  transfer   (other  than  as  security  for   obligations  of  the
     Corporation) of substantially all the assets of the Corporation; or (3) the
     acquisition of more than 20% of the  Corporation=s  voting capital stock by
     any person as defined by Section  13(d)(3) of the  Securities  and Exchange
     Act of  1934,  other  than a  person,  or  group  including  a  person  who
     beneficially  owned,  as of the effective date of the Plan, more than 3% of
     the Corporation=s securities, then, in the absence of a prior expression of
     approval of the Board Of Directors of the  Corporation,  any Option granted
     hereunder  shall become  immediately  exercisable  in full,  subject to any
     appropriate  adjustments  in the number of shares subject to Option and the
     Option Price,  and shall remain  exercisable for the remaining term of such
     Option,  regardless  of whether  such option has been  outstanding  for six
     months or of any  provision  contained in the Stock Option  Agreement  with
     respect to limitations of the  exercisability  of the Option or any portion
     thereof for any length of time.

     Anything  contained  herein  to  the  contrary  notwithstanding,  upon  the
     dissolution or liquidation of the Corporation each Option granted under the
     Plan shall terminate.

     The grant of an Option  pursuant  to this Plan  shall not in any way affect
     the   right   or   power   of  the   Corporation   to   make   adjustments,
     reclassifications,  or changes of its capital or business structure,  or to
     merge or consolidate, or to dissolve, liquidate or sell, or transfer all or
     any part of its business or assets.

11.  EFFECTIVENESS OF THE PLAN

     The effective  date of the Plan shall be February 27, 2003, the date of the
     approval of the Plan by the Board of Directors of the Corporation,  subject
     to the approval of the Plan by the  shareholders of the Corporation  within
     one (1) year  following  such  date.  No Option  granted  hereunder  may be
     exercised  prior to the  approval  of the Plan by the  shareholders  of the
     Corporation,  and in the event that the  shareholders  fail to approve  the
     Plan within one year of any Option grants made  pursuant to the Plan,  then
     all such Options shall be void.

     No Options may be granted under the Plan after the  expiration of ten years
     from and including the effective date of the Plan.

12.  AMENDMENT AND TERMINATION

     The Plan may be amended or terminated by the Board at any time as deemed in
     the best interests of the  Corporation;  provided,  however,  no amendments
     shall be made in the Plan without the approval of the  shareholders  of the
     Corporation which:

     a.   Increase the total  number of shares for which  options may be granted
          under the Plan except as provided in Section 11.

     b.   Change the minimum  purchase  price for the optioned  shares except as
          provided in Section 11.

     c.   Affect any  outstanding  option or any  unexercised  right  thereunder
          except as provided in Section 11.

     d.   Extend the option period provided in Section 7.

     e.   Extend the termination date of the Plan.



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