<PAGE>


EXHIBIT 10.5

                           INTEGRITY BANCSHARES, INC.

                             2003 STOCK OPTION PLAN



                                       53


<PAGE>




1.   DEFINITIONS

     a.   "Company" - INTEGRITY BANCSHARES, INC.

     b.   "Code" - Internal Revenue Code of 1986, as amended.

     c.   "Committee" - the Compensation Committee of the Board.

     d.   "Common Stock" - common voting stock of the Company.

     e.   "Board" - voting members of the Board of Directors of the Company.

     f.   "Incentive Stock Option or ISO" - an option granted under the Plan
          which constitutes an "incentive stock option" within the meaning of
          Section 422 of the Code.

     g.   "Non-Qualified Stock Option or NQSO" - an option granted under the
          Plan which does not qualify as an ISO.

     h.   "Option" - right to purchase shares of Common Stock which may either
          be an ISO or a NQSO.

     i.   "Option Agreement" - formal agreement for each grant with specific
          terms and conditions not inconsistent with this Plan. j. "Optionee"-
          an eligible person under Section 5 below who has been granted options
          under this Plan.

     k.   "Plan"- Integrity Bancshares, Inc. 2003 Stock Option Plan.

     l.   "Subsidiary" - a subsidiary of the Company as defined in Section
          424(f) of the Code.

2.   PURPOSE

     The purposes of the Plan are: (i) to assist the Company and its
     Subsidiaries in securing and retaining key employees of outstanding ability
     by making it possible to offer them an increased incentive to join or
     continue in the service of the Company and its Subsidiaries; and (ii) to
     increase the key employees' efforts for the Company's and its Subsidiaries'
     welfare by participating in the ownership and growth of the Company and its
     Subsidiaries. The Options granted under the Plan may either be Incentive
     Stock Options or Non-Qualified Stock Options as specified in the Option
     Agreement. Any Option that fails to qualify as an ISO shall be a NQSO.

3.   SHARES SUBJECT TO THE PLAN

     Subject to adjustments pursuant to the provisions of Section 14, there
     shall be authorized and reserved for issuance upon the exercise of Options
     to be granted under the Plan, Three Hundred Thousand (300,000) shares of
     Common Stock.

4.   ADMINISTRATION

     The Committee, whose members shall not be participants in the Plan, will
     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:
     Full-time key employees of the Company or its Subsidiaries who are selected
     by the Committee from time to time and who, in the opinion of the
     Committee, have contributed in the past or who may be expected to
     contribute materially in the future to the successful performance of the
     Company or its Subsidiaries.


                                       54

<PAGE>


6.   GRANTING OF OPTIONS; OPTION EXERCISE PRICE

     The Board, upon recommendation of the Committee, may grant Options to
     full-time key employees of the Company or its Subsidiaries 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 of the Common Stock on
     the date of the grant, except as stated in paragraph 10 below. The Option
     exercise price shall be subject to adjustments in accordance with the
     provisions of Section 14 herein.

7.   TERM OF OPTION

     Subject to the provisions of Section 9 herein, the period during which each
     Option may be exercised shall be fixed by the Committee at the time such
     Option is granted, but such period shall expire not later than ten years
     from the date the Option is granted.

8.   MANNER OF EXERCISE

     The Options shall be exercised by written notice, delivered to the
     Secretary of the Company and signed by the Optionee 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 said shares
     must be made at the time of exercise, and payment may be made in
     immediately available funds or shares of the Common Stock previously held
     by the Optionee or a combination. 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.   TERMINATION OF OPTIONS

     All unexercised Options will terminate upon the lapse by their terms and,
     in the case of ISO's, if earlier, ninety (90) days after the termination of
     the Optionee's employment with the Company. During such 90-day period, all
     unexercised Options may be exercised by the Optionee or his legal
     representative in the event of death or mental disability.

10.  LIMITATIONS RELATING TO INCENTIVE STOCK OPTIONS

     The following limitations apply to Incentive Stock Options:

     (a) ISO's shall not be granted to any individual pursuant to this Plan, the
effect of which would be to permit such person to first exercise ISO's, in any
calendar year, for the purchase of shares having a fair market value in excess
of $100,000 (determined at the time of the grant of the Options). Optionee may
exercise ISO's for the purchase of shares valued in excess of $100,000
(determined at the time of grant of the Options) in a calendar year, but only if
the right to exercise such ISO's shall have first become available in prior
calendar years.

     (b) No ISO shall be granted to an individual who, at the time the ISO is
granted, owns more than ten percent (10%) of the combined voting power of all
classes of stock of the Company then outstanding unless, at the time the ISO is
granted, the option price is at least one hundred ten percent (110%) of the fair
market value of the Common Stock subject to the ISO and the ISO, by its terms,
is not exercisable after the expiration of five (5) years from the date of
grant.


                                       55

<PAGE>





11.  NONTRANSFERABILITY OF OPTIONS; RESTRICTIONS ON ISSUANCE OF COMMON STOCK

     Options granted under this Plan are nontransferable except by will or by
     the laws of descent and distribution. No shares shall be delivered pursuant
     to any exercise of an Option until the requirements of such laws and
     regulations, as may be deemed by the Board to be applicable to them, are
     satisfied and until payment in full as described in Section 8 of the Option
     price is received by the Company.

12.  RIGHTS OF OPTIONEE

     An Optionee will have no rights as a shareholder until a stock certificate
     for the Common Stock is issued. Nothing in the Plan, in any Option
     Agreement or resulting stock ownership, will give to an Optionee any right
     to continuation of employment.

13.  OTHER TERMS AND CONDITIONS

     Any Option granted hereunder shall contain additional terms which are not
     inconsistent with the terms of this Plan, as the Board or the Committee
     deems necessary or desirable.

14. CAPITAL ADJUSTMENTS AFFECTING STOCK

     In the event of a capital adjustment resulting from a stock dividend, stock
     split, reorganization, merger, consolidation, or a combination or exchange
     of shares, the number of shares of stock subject to this Plan and the
     number of shares under any Option granted hereunder shall be adjusted
     consistent with such capital adjustment. The price of any share under
     Option shall be adjusted so that there will be no change in the aggregate
     purchase price payable upon the exercise of any such Option. The granting
     of an Option pursuant to this Plan shall not affect in any way the right or
     power of the Company to make adjustments, reorganizations,
     reclassifications, or changes of its capital or business structure or to
     merge, consolidate, dissolve, liquidate or sell or transfer all or any part
     of its business or assets.

     After any merger, consolidation or reorganization of any form involving the
     Company as a party thereto involving any exchange, conversion, adjustment
     or other modification of the outstanding shares of the Company'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 Company
     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.

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

                                       56

<PAGE>


15.  AMENDMENTS, SUSPENSION OR TERMINATION OF THE PLAN

     The Board of the Company shall have the right, at any time, to amend,
     suspend or terminate the Plan; provided, however, no amendments shall be
     made in the Plan without the approval of the stockholders of the Company
     which:

          (a) Increase the total number of shares for which Options may be
     granted under this Plan for all key employees except as provided in Section
     14.


          (b) Change the minimum purchase price for the optioned shares except
     as provided in Section 14.


          (c) Affect outstanding Options or any unexercised rights thereunder
     except as provided in Section 14.


          (d) Extend the option period provided in Section 7.

          (e) Extend the termination date of the Plan.

16.  EFFECTIVE DATE

     The Plan shall take effect on January 23, 2003, and shall terminate on
     January 22, 2013. No Options may be granted under the Plan after its
     termination date, but any Option granted prior thereto may be exercised in
     accordance with its terms. The Plan and all Options granted pursuant to it
     are subject to all laws, approvals, requirements and regulations of any
     governmental authority which may be applicable thereto and, notwithstanding
     any provisions of the Plan or Option Agreement, the holder of an Option
     shall not be entitled to exercise his or her Option nor shall the Company
     be obligated to issue any shares to the holder if such exercise or issuance
     shall constitute a violation by the holder or the Company of any provisions
     of any such approval requirements, law or regulations.

17.  REGULATION

     The Company's regulators may direct the Company to require plan
     participants to exercise or forfeit their stock rights if the Company's
     capital falls below the minimum requirements, as determined by the
     regulators.





                                       57