Exhibit 10.1

                              COMMUNITY FIRST BANK
                        1989 INCENTIVE STOCK OPTION PLAN

                                   1. PURPOSE

         The purpose of the  Community  First Bank 1989  Incentive  Stock Option
Plan (the "Plan) is to encourage and enable eligible directors, officers and key
employees of Community  First Bank (the "Bank") and its  subsidiaries to acquire
proprietary  interests in the Bank through the  ownership of Common Stock of the
Bank.  The Company  believes  that  directors,  officers and key  employees  who
participate  in the  Plan  will  have a closer  identification  with the Bank by
virtue of their ability as  stockholders to participate in the Bank's growth and
earnings.  The Plan also is designed  to provide  motivation  for  participating
directors,  officers  and key  employees  to remain in the employ of and to give
greater  effort on behalf of the Bank.  It is the  intention of the Bank to have
the Plan qualify as an  "incentive  stock option plan" under Section 422A of the
Internal  Revenue  Code of 1986,  as amended  (the  "Code") and the  regulations
promulgated  thereunder.  Accordingly,  the  provisions  of the  Plan  shall  be
construed so as to extend and limit  participation  in a manner  consistent with
the requirements of that section of the Code.

                                 2. DEFINITIONS

         The following words or terms shall have the following meanings:

          (a)  "Agreement"  shall  mean  an  Incentive  stock  option  agreement
               between the Bank and an Eligible  Employee  pursuant to the terms
               of this Plan.

          (b)  "Bank" shall mean Community First Bank.

          (c)  "Board of  Directors"  shall mean the Board of  Directors  of the
               Bank or the Executive Committee of such Board.

          (d)  "Committee"  shall mean the  committee  appointed by the Board of
               Directors to administer the Plan.

          (e)  "Common  Stock,"  "Shares"  or  "Stock"  shall mean the $5.00 par
               value Common Stock of the Bank.

          (f)  "Eligible  Employee(s)"  shall mean a person or persons regularly
               employed  by the Bank or a  Subsidiary,  including  officers  and
               other key employees.

          (g)  "Optionee"  shall  mean an  Eligible  Employee  having a right to
               purchase Common Stock under an Agreement.

          (h)  "Option(s)"  shall mean the right or rights  granted to  Eligible
               Employees to purchase  Common Stock under an offering  made under
               the Plan.

          (i)  "Plan" shall mean this Incentive Stock Option Plan.

          (j)  "Subsidiary"  shall mean any corporation or  association,  If the
               Bank  owns or  controls,  directly  or  indirectly,  more  than a
               majority of the voting stock of such corporation or association.

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          (k)  "Ten Percent Owner" shall mean an individual  who, at the time an
               Option is  granted,  owns  directly or  indirectly  more than ten
               percent (10%) of the total  combined  voting power of all classes
               of stock of the Bank.

                                3. EFFECTIVE DATE

         The Effective Date of the Plan shall be the date the Plan is adopted by
the Board of Directors or the date the Plan is approved by the  stockholders  of
the Bank,  whichever  is earlier.  The Plan must be approved by the  affirmative
vote of not less than a majority of the votes entitled to be cast thereon, which
shareholder vote must be taken within twelve (12) months after the date the Plan
is adopted by the Board of Directors.  Such shareholder vote shall not alter the
Effective Date of the Plan. In the event shareholder approval of the adoption of
the Plan is not obtained within the aforesaid twelve (12) month period, then any
Options granted in the intervening period shall be void.

                           4. SHARES RESERVED FOR PLAN

         The shares of the Bank's Common Stock to be sold to Eligible  Employees
under the Plan may at the election of the Board of Directors be either  treasury
shares or shares  originally  issued for such  purpose.  The  maximum  number of
shares which shall be reserved and made  available for sale under the Plan shall
be 100,000.  Any shares  subject to an Option which for any reason expires or is
terminated unexercised may again be subject to an Option under the Plan.

         In the event of a subdivision or combination of the Bank's shares,  the
maximum  number of shares that may  thereafter be issued and sold under the Plan
and the number of shares  under  option  will be  proportionately  increased  or
decreased,  the terms relating to the price at which shares under option will be
sold will be approximately  adjusted,  and such other action will be taken as in
the opinion of the Board of Directors is appropriate under the circumstances. In
case of a  reclassification  or other change in the Bank's shares,  the Board of
Directors also will make appropriate adjustments.

                          5. ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Committee. The Committee shall be
comprised of not less than three (3) members appointed by the Board of Directors
of the Bank from among its members. No member of the Board of Directors shall be
appointed or serve as a member of the  Committee,  and any such  appointment  or
service  immediately and  automatically  shall terminate,  in the event that (i)
such person is, or becomes,  an Eligible  Employee (as described in Section 2 of
this Plan),  (ii) such person is, or becomes,  eligible  for the  allocation  of
stock or the grant of any  option or stock  appreciation  right  under any other
plan of the Bank or any of its affiliates.

         Within the limitations described herein, the Committee shall administer
the Plan,  select  the  Eligible  Employees  to whom  Options  will be  granted,
determine  the number of shares to be optioned  to each  Eligible  Employee  and
interpret,  construe and implement the provisions of the Plan. Committee members
shall be  reimbursed  for  out-of-pocket  expenses  reasonably  incurred  in the
administration of the Plan.

         The  Committee  shall  select one of Its members as chairman  and shall
hold  its  meetings  at such  times  and  places,  and  pursuant  to such  rules
consistent with the Plan, as it may determine.  A majority of the members of the
Committee shall  constitute a quorum,  and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved In writing
by a  majority  of the  members  of the  Committee,  shall  be the  acts  of the
Committee.

                                 6. ELIGIBILITY

         Options may be granted only to Eligible Employees.

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                            7. DURATION OF TYPE PLAN

         The Plan shall remain in effect  until all shares  subject or which may
become subject to the Plan shall have been purchased pursuant to Options granted
under the Plan provided  that Options under the Plan must be granted  within ten
(10) years from the Effective Date of the Plan.

                         8. QUALIFIED INCENTIVE OPTIONS

         It is intended  that Options  granted under the Plan shall be qualified
incentive  stock  options  under the  provisions of Section 422A of the Internal
Revenue  Code  of  1986,  as  amended,   and  the   regulations   thereunder  or
corresponding provisions of subsequent revenue laws and regulations in effect at
the time such  Options are  granted.  Such  Options  shall be evidenced by stock
option  agreements  in such  form and not  inconsistent  with  this  Plan as the
Committee  shall approve from time to time,  which  agreements  shall contain In
substance the following terms and conditions:

         (a) Price.  The purchase  price for shares  purchased  upon exercise an
Option  will be the fair  market  value of the  Stock on the day the  Option  is
granted, as determined by the Committee,  but in no case less than the par value
of such stock;  provided  further that the purchase  price of Stock  deliverable
upon the exercise of an Option  granted to a Ten Percent Owner shall be not less
than one hundred ten percent (110%) of the fair market value of the Stock on the
day the Option is granted,  as determined by the Committee,  but in no case less
than the par value of such stock. Any Option granted to a Ten Percent Owner must
by Its terms be exercisable within five (5) years from the date it is granted.

         (b) Number of Shares.  The Agreement shall specify the number of shares
which the Optionee may purchase under such Option.

         (c) Exercise of Options.  The shares subject to Option may be purchased
in whole or In part by the Optionee from time to time after shareholder approval
of the Plan and upon such terms and  conditions  as shall be  determined  by the
Committee,  but in no event  later than ten (10) years from the date of grant of
the Option. No partial exercise may be less than one hundred (100) shares of the
Common Stock of the Bank, or its equivalent.

         (d)  Medium  and  Time  of  Payment.  Stock  purchased  pursuant  to an
Agreement  shall  be paid for in full at the time of  purchase.  Payment  of the
purchase  price shall be in cash or shares of the Common Stock of the Bank, or a
combination of cash and shares of the Common Stock of the Bank.  Upon receipt of
payment,  the Bank shall, without transfer or issue tax, deliver to the Optionee
(or other person  entitled to exercise the Option) a certificate or certificates
for such shares.

         (e)  Rights as a  Shareholder.  An  Optionee  shall have no rights as a
shareholder  with  respect to any shares  covered by an Option until the date of
issuance of the stock  certificate  to the Optionee  for such shares.  Except as
otherwise  expressly  provided  In the Plan,  no  adjustments  shall be made for
dividends  or other  rights for which the record  date is prior to the date such
stock certificate is issued.

         (f)  Nonassignability  of  Option.  No Option  shall be  assignable  or
transferable  by the  Optionee  except  by will or by the  laws of  descent  and
distribution.  During  the  lifetime  of  the  Optionee,  the  Option  shall  be
exercisable only by him or her.

         (g) Effect of Termination of Employment or Death.  In the event that an
Optionee  during his or her lifetime ceases to be an employee of the Bank or any
Subsidiary  of the Bank for any reason  other  than  disability,  retirement  or
death, all unexercised Options held by such Optionee shall terminate at the date
of termination of  employment.  In the event that an Optionee  during his or her
lifetime  ceases to be an employee of the Bank or any Subsidiary of the Bank for
reasons of disability or  retirement,  any  unexercisable  portion of the Option
shall  immediately  become  exercisable,  and together with the portion  thereof
which was otherwise exercisable on the date of termination of

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employment,  shall expire unless  exercised  within a period of three (3) months
from the date the Optionee  ceased to be an employee,  but in no event after the
expiration of ten (10) years from the date the Option was granted.  In the event
of the death of an Optionee  during the option  period,  the entire Option shall
immediately  become  exercisable  and shall be  exercisable  by his or her legal
representative, heirs or legatees within a period of twelve (12) months from the
date on which the Optionee  died,  but in no event after the  expiration  of ten
(10) years from the date the Option was granted.

         (h)  Reorganization.  In case the Bank is merged or  consolidated  with
another  corporation or association and the Bank is not the surviving entity, or
in case the property or stock of the Bank is acquired by another  corporation or
association,  or in case of a separation,  reorganization,  recapitalization  or
liquidation  of the Bank,  the Board of Directors  of the Bank,  or the Board of
Directors of any corporation or association assuming the obligations of the Bank
hereunder, shall either (I) make appropriate provision for the protection of any
outstanding  Options by the  substitution  on an equitable  basis of appropriate
stock of the Bank,  or of the  merged,  consolidated  or  otherwise  reorganized
corporation  or  association  which will be issuable in respect of the shares of
Common Stock of the Bank,  provided only that the excess of the  aggregate  fair
market value of the Shares subject to Option immediately after such substitution
over the  purchase  price  thereof is not more than the excess of the  aggregate
fair  market  value of the Shares  subject  to Option  immediately  before  such
substitution over the purchase price thereof, or (Ii) upon written notice to the
Optionee provide that the Option must be exercised within sixty (60) days of the
date of such notice or it will be terminated.

         (i)  General   Restriction.   Each  Option  shall  be  subject  to  the
requirement that if at any time the Board of Directors shall  determine,  In its
discretion,  that the  listing,  registration  or  qualification  of the  Shares
subject  to such  Option  upon any  securities  exchange  or under  any state or
federal law, or the consent or approval of any  government  regulatory  body, is
necessary or desirable as a condition of, or in connection with, the granting of
such Option or the issue or purchase of shares  thereunder,  such Option may not
be   exercised  in  whole  or  in  part  unless  such   listing,   registration,
qualification,  consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors.

                            9. AMENDMENT OF THE PLAN

         The Plan may at any time or from time to time be  terminated,  modified
or amended  by the  affirmative  vote of not less than a  majority  of the votes
entitled to be cast thereon by the Bank's  shareholders.  The Board of Directors
may at any time and from time to time terminate, modify or amend the Plan in any
respect, except that without shareholder approval the Board of Directors may not
(i) increase the maximum number of shares for which Options may be granted under
the Plan  either  in the  aggregate  or to any  Eligible  Employee  (other  than
increases due to changes in  capitalization as referred to In Section 4 hereof),
or (ii) reduce the option  price or waiting  period  under  Section  422A of the
Internal Revenue Code (except as otherwise expressly provIded in the Plan in the
case of a reorganization  of the Company as referred to in Section 8(h) hereof),
or (iii) extend the period during which Options may be granted or exercised,  or
(iv) change the class of employees  eligible for  incentive  stock options under
Section 6 hereof,  or (v) otherwise  materially  modify the  requirements  as to
eligibility for participation in the Plan, or (vi) otherwise materially increase
the benefit  accruing to  participants  under the Plan.  The  termination or any
modification  or  amendment  of the Plan shall not,  without  the  consent of an
Optionee,  affect his or her rights under an Option or right previously  granted
to him or her.  With the consent of the Optionee  affected,  the  Committee  may
amend outstanding  option Agreements in a manner not inconsistent with the Plan.
Without employee  consent,  the Board of Directors may at any time and from time
to time modify or amend  outstanding  option  Agreements  in such respects as it
shall deem necessary In order that Options  granted  hereunder shall comply with
the appropriate provisions of the Internal Revenue Code of 1986, as amended, and
regulations  thereunder  which  are in  effect  from  time  to  time  respecting
qualified incentive stock options.

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            10. LIMITATION ON NUMBER OF SHARES THAT MAY BE PURCHASED

         The aggregate  fair market value  (determined at the time the Option is
granted)  of the  shares  with  respect to which  Incentive  stock  options  are
exercisable  for the first time by an Optionee  during any calendar  year (under
all Incentive stock option plans of the Bank) shall not exceed $100,000.

                               11. BINDING EFFECT

         All decisions of the Board of Directors or the Committee  involving the
implementation,  administration  or operation of the Plan or any offering  under
the Plan shall be binding on the Bank, all Eligible  Employees  participating in
the Plan, and on all persons  eligible or who become  eligible to participate in
the Plan.

                              [SIGNATURES OMITTED]

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