Exhibit 10.2

                              COMMUNITY FIRST BANK
                            INCENTIVE STOCK OPTION AGREEMENT

         THIS INCENTIVE STOCK OPTION AGREEMENT  ("AGREEMENT"),  MADE AND ENTERED
INTO  THIS  9th  DAY  OF  MAY,  1990,  BY  AND  BETWEEN  COMMUNITY  FIRST  BANK,
(HEREINAFTER  REFERRED  TO AS THE  "BANK"),  AND  FREDERICK  D.  SHEPHERD,  JR.,
(HEREINAFTER REFERRED TO AS THE "OPTIONEE"):

                              W I T N E S S E T H:

         WHEREAS,  the Bank has adopted  the 1989  Incentive  Stock  Option Plan
(hereinafter  referred to as the "Plan") in order that selected officers and key
employees  of the Bank may  acquire  a  proprietary  interest  in the Bank  upon
favorable terms; and

         WHEREAS,  the Stock Option  Committee  of the Board of  Directors  (the
"Committee")  has selected  Optionee to  participate in the Plan, and desires to
grant to Optionee an option to purchase shares of the Common Stock of the Bank;

         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  promises,
agreements,  and  covenants  hereinafter  set forth and other good and  valuable
consideration,  the  receipt,  adequacy,  and  sufficiency  of which are  hereby
acknowledged, the parties hereto agree as follows:

1.  GRANT OF OPTION

         Subject to the terms and conditions of the Plan and of this  Agreement,
the Bank hereby irrevocably grants to Optionee the right and option (hereinafter
referred to as the  "Option") to purchase  25,000  shares of the $5.00 par value
Common  Stock  of the  Bank,  subject  to  reduction  and  exercisable  only  in
accordance with paragraph 4 of this Agreement.

2.  DATE OF OPTION

         The Option hereby granted to Optionee shall be effective as of the date
of this Agreement.

3.  OPTION PRICE

         The purchase  price of each share of Common Stock upon exercise of this
Option  shall be $10.00,  which price  represents  the fair market value of each
share of Common Stock of the Bank as of the date of this Agreement.  If Optionee
is a Ten  Percent  Owner  as  defined  in the  Plan,  then  the  purchase  price
represents 110% of the fair market value of each share.

4.  EXERCISE OF OPTION

         The Option hereby granted to Optionee shall be exercisable as follows:

          (a) Optionee may exercise  options for 10,000 of the 25,000 shares for
     the first time beginning on the date of this Agreement;

          (b)  Optionee  may exercise  options for an  additional  10,000 of the
     25,000  shares  for the  first  time  beginning  on the  date of the  first
     anniversary of this Agreement; and

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          (c)  Optionee  may  exercise  options for the  remaining  5,000 of the
     25,000  shares  for the  first  time  beginning  on the date of the  second
     anniversary of this Agreement.

         The South Carolina State Board of Financial  Institutions requires that
the option granted to Optionee  hereunder must be exercised in full prior to the
expiration of the sixth year after the date of grant or the aggregate  number of
shares with respect to which this option may be  exercised  will  thereafter  be
reduced as follows:

          (a) Optionee may not exercise options with respect to more than 20,000
     shares during the period beginning on the date of the sixth  anniversary of
     this  Agreement  and  ending  on the day  before  the  date of the  seventh
     anniversary of this Agreement;

          (b) Optionee may not exercise options with respect to more than 15,000
     shares during the period  beginning on the date of the seventh  anniversary
     of this  Agreement  and  ending on the day  before  the date of the  eighth
     anniversary of this Agreement;

          (c) Optionee may not exercise options with respect to more than 10,000
     shares during the period beginning on the date of the eighth anniversary of
     this  Agreement  and  ending  on the  day  before  the  date  of the  ninth
     anniversary of this Agreement.

         This  Option  shall  terminate  ten (10)  years  after the date of this
Agreement;  provided, however, (a) that no partial exercise of the Option may be
for less than one hundred (100) shares of the number of remaining shares subject
to option  hereunder,  and (b) that the Option shall not be exercisable prior to
approval of the Plan by the shareholders of the Bank.

5.  MANNER OF EXERCISE

         The person  entitled  to  exercise  the Option may do so by  delivering
notice of  exercise  in a form  approved  by the  Bank,  addressed  and  mailed,
certified  mail,  post  prepaid,  to the Bank at its  principal  office,  to the
attention of its cashier.  Such notice shall  specify the number of shares to be
purchased,  the purchase price of each share,  and the aggregate  purchase price
for all shares being purchased under said notice. Such notice shall be signed by
such  person and shall be  accompanied  by  payment  in full for such  aggregate
purchase  price.  The Bank,  in the event of  exercise  by a person  other  than
Optionee, may require proof of the right of such person to exercise the Option.

         Upon receipt of the aforementioned  notice to purchase,  the Bank shall
cause to be issued to the person  entitled  to  purchase  the shares  subject to
Option under this Agreement stock  certificates  for the number of shares of the
Bank's Common  Stock,  fully paid and  nonassessable,  specified in such notice.
Until such issuance,  the Purchaser shall have no rights as a shareholder of the
Bank with respect to the unissued shares.

6.  PERSON WHO MAY EXERCISE OPTION

         During the lifetime of Optionee,  the Option shall be exercisable  only
by  Optionee.  Upon his or her  death or legal  incapacity,  the  Option  may be
exercised by the Optionee's  legal  representative,  or by a person who acquired
the right to exercise such Option by bequest or inheritance, or by reason of the
death of Optionee.

7.  EARLIER TERMINATION OF OPTION

         As used herein, "Termination Date" is the date Optionee ceases to be an
employee of the Bank or one of its Subsidiaries.

         Notwithstanding  the provisions of paragraph 4 hereof,  this Option, to
the extent that it is exercisable on the  Termination  Date,  shall terminate on
the date on which the Optionee ceases to be an employee of the Bank or of one of
its Subsidiaries for any other reason other than disability or retirement.  This
Option, to the extent that it is

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exercisable  on the  Termination  Date,  shall  terminate upon the expiration of
ninety (90) days after the date on which the  Optionee  ceases to be an employee
of the  Bank  or of one  of  its  Subsidiaries  for  reasons  of  disability  or
retirement.  The Option  granted  herein may be  exercised by  Optionee's  legal
representative, appointed by reason of the death of Optionee, or by a person who
acquired  the right to  exercise  such Option by bequest or  inheritance,  or by
reason of the death of  Optionee,  within  twelve (12) months  after  Optionee's
death; and, further  provided,  that in no event shall the Option be exercisable
after ten (10) years from the date of this Agreement.

8.  TRANSFERABILITY OF OPTION

         This Agreement and all option rights hereunder shall be nontransferable
and  nonassignable  by Optionee or by any other  person  entitled  hereunder  to
exercise  said Option;  provided,  however,  that upon the death of Optionee the
same shall be transferable  by testamentary  instrument or, in the event that he
or she  shall  die  intestate,  the same may  pass by the  laws of  descent  and
distribution of the applicable jurisdiction.

9.  ADJUSTMENT OF OPTIONED SHARES

         In the event that,  after the date of this  Agreement,  the outstanding
shares of the  Common  Stock of the Bank  shall be  increased  or  decreased  or
changed into or exchanged  for a different  number or kind of shares of stock or
other  securities of the Bank, or of another  corporation or  association,  as a
result  of a  reorganization,  merger,  consolidation,  recapitalization,  stock
split,  combination of shares, or stock split-up effected in the form of a stock
dividend  (but not a true  stock  dividend  as  determined  in  accordance  with
generally   accepted   accounting   principles),   the   Committee   shall  make
proportionate  adjustment  in the  number  or kind  of  shares  (to the  nearest
possible  full  share)  that shall be subject to Option  hereunder  or price per
share thereof, or both, in order to preserve Optionee's  proportionate interest,
or in order to maintain  unchanged the aggregate option price, or both, and such
adjustment shall be effective and binding upon the Bank and Optionee.

10.  INCORPORATION OF PLAN PROVISIONS

         This  Agreement  shall be subject to the  provisions  of the Plan.  All
provisions of the Plan are hereby incorporated into this Agreement by reference.
All terms used herein shall be as defined in the Plan.

11.  HEIRS AND SUCCESSORS

          This  Agreement and all terms and  conditions  hereof shall be binding
upon the parties hereto, and their successors, heirs, legal representatives, and
legatees.

         IN WITNESS  WHEREOF,  the Bank has caused this Agreement to be executed
by its President and its corporate seal to be hereto affixed and attested by its
Cashier;  and Optionee has executed this Agreement under his or her seal, all as
of the date and year first above written.

                              [SIGNATURES OMITTED]

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