<PAGE>
                                                                    Exhibit 10.2

                  UNITED COMMUNITY BANKSHARES OF FLORIDA, INC.
                           DIRECTOR STOCK OPTION PLAN

                                    ARTICLE I

                                   Definitions

         As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:

                  (a)      "Board" or "Board of Directors" shall mean the board
of directors of the Company.

                  (b)      "Change of Control" shall mean (i) the acquisition,
other than from the Company, by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined
voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the "Company Voting
Securities"), provided, however, that any acquisition by the Company or any of
its subsidiaries, or any director benefit plan (or related trust) of the Company
or its subsidiaries, or any corporation with respect to which, following such
acquisition, more than 50% of the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or indirectly, by the
individuals and entities who were the beneficial owners of the Company Voting
Securities immediately prior to such acquisition in substantially the same
proportion as their ownership, immediately prior to such acquisition, of the
Company Voting Securities shall not constitute a Change of Control; or (ii)
approval by the shareholders of the Company of a reorganization, merger or
consolidation, in each case, with respect to which the individuals and entities
who were the beneficial owners of the Company Voting Securities immediately
prior to such reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such reorganization, merger or
consolidation, or a complete liquidation or dissolution of the Company or of the
sale or other disposition of all or substantially all of the assets of the
Company.

                  (c)      "Code" shall mean the Internal Revenue Code of 1986,
as amended, unless otherwise specifically provided herein.

                  (d)      "Company" shall mean United Community Bankshares of
Florida, Inc., a Florida corporation, and its successors.


<PAGE>

                  (e)      "Director" shall mean any individual who is a
director of the Company or any of its Subsidiaries.

                  (f)      "Option" shall mean an option to purchase Stock
granted by the Company pursuant to the provisions of this Plan.

                  (g)      "Option Price" shall mean the purchase price of each
share of Stock subject to Option, as defined in Section 5.2 hereof.

                  (h)      "Optionee" shall mean a Director who has received an
Option granted by the Company hereunder.

                  (i)      "Plan" shall mean this United Community Bankshares of
Florida, Inc. Director Stock Option Plan.

                  (j)      "Service" shall mean the tenure of an individual as a
Director of the Company or any of its Subsidiaries.

                  (k)      "Stock" shall mean the common stock of the Company,
par value $.01 per share, or, in the event that the outstanding shares of Stock
are hereafter changed into or exchanged for shares of a different class of stock
or securities of the Company or some other corporation, such other stock or
securities.

                  (l)      "Stock Option Agreement" shall mean the agreement
between the Company and the Optionee under which the Optionee may purchase Stock
pursuant to the Plan.

                  (m)      "Stock Option Committee" shall mean the committee
administering the Plan, pursuant to Article III hereof.

                  (n)      "Subsidiary" shall mean any corporation or other
entity which qualifies as a subsidiary of a corporation under the definition of
"subsidiary corporation" contained in Section 424(f) of the Code.

                                   ARTICLE II

                                    The Plan

         2.1      Name. This plan shall be known as the "United Community
Bankshares of Florida, Inc. Director Stock Option Plan."


                                        2
<PAGE>

         2.2      Purpose. The purpose of the Plan is to advance the interests
of the Company and its shareholders by affording to Directors an opportunity to
acquire or increase their proprietary interest in the Company by the grant of
Options to such Directors under the terms set forth herein. By encouraging such
Directors to become owners of Stock of the Company, the Company seeks to
motivate, retain, and attract those highly competent individuals upon whose
judgment, initiative, leadership, and continued efforts the success of the
Company and its Subsidiaries in large measure depends.

         2.3      Effective Date. The Plan shall become effective on December
13, 2002 (which is the same date the Plan was adopted by the Company's
shareholders and Board of Directors).

         2.4      Participants. Only Directors of the Company and its
Subsidiaries shall be eligible to receive Options under the Plan.

                                   ARTICLE III

                               Plan Administration

         3.1      Stock Option Committee. This Plan shall be administered by the
Board of Directors of the Company or such other committee as the Board may from
time to time determine (the "Stock Option Committee").

         3.2      Power of the Stock Option Committee. The Stock Option
Committee shall have full authority and discretion: (a) to determine, consistent
with the provisions of this Plan, which of the Directors will be granted Options
to purchase any shares of Stock which may be issued and sold hereunder as
provided in Section 4.1 hereof, the times at which Options shall be granted, and
the number of shares of Stock covered by each Option; (b) to determine the
Option Price (subject to Section 5.2 hereof) and other terms and provisions of
each respective Stock Option Agreement, which need not be identical; (c) to
construe and interpret the Plan; and (d) to make all other determinations and
take all other actions deemed necessary or advisable for the proper
administration of the Plan. All such actions and determinations shall be
conclusively binding upon all persons for all purposes.

                                   ARTICLE IV

                         Shares of Stock Subject to Plan

         4.1      Limitations. Subject to adjustment pursuant to the provisions
of Section 4.3 hereof, the number of shares of Stock which may be issued and
sold hereunder pursuant to Stock Option Agreements shall not exceed Two Hundred
Seventy Five Thousand Three Hundred Eighty (275,380) shares. Shares subject to
Options which terminate or expire prior to exercise shall be available for
future Options.


                                        3
<PAGE>

         4.2      Options Granted Under Plan. Shares of Stock with respect to
which an Option granted hereunder shall have been exercised shall not again be
available for Option hereunder. If Options granted hereunder shall terminate for
any reason without being wholly exercised, then the Stock Option Committee shall
have the discretion to grant new Options to Optionees hereunder covering the
number of shares to which such terminated Options related.

         4.3      Stock Adjustments; Mergers. Notwithstanding Section 4.1, in
the event the outstanding shares of Stock are increased or decreased or changed
into or exchanged for a different number or kind of shares or other securities
of the Company or of any other corporation by reason of any merger, sale of
stock, consolidation, liquidation, recapitalization, reclassification, stock
split up, combination of shares, or stock dividend, the total number of shares
set forth in Section 4.1 shall be proportionately and appropriately adjusted by
the Board. If the Company continues in existence, the number and kind of shares
that are subject to any Option and the Option Price per share shall be
proportionately and appropriately adjusted without any change in the aggregate
price to be paid therefor upon exercise of the Option. If the Company will not
remain in existence or a majority of its Stock will be purchased or acquired by
a single purchaser or group of purchasers acting together, then the Board may
(i) declare that all Options shall terminate 30 days after the Board gives
written notice to all Optionees of their immediate right to exercise all Options
then outstanding (without regard to limitations on exercise otherwise contained
in the Options), or (ii) notify all Optionees that all Options granted under the
Plan shall apply with appropriate adjustments as determined by the Board to the
securities of the successor corporation to which holders of the numbers of
shares subject to such Options would have been entitled, or (iii) some
combination of aspects of (i) and (ii). The determination by the Board as to the
terms of any of the foregoing adjustments shall be conclusive and binding. Any
fractional shares resulting from any of the foregoing adjustments under this
section shall be disregarded and eliminated.

         4.4      Change of Control. Upon a Change of Control, all Options
granted under the Plan shall become exercisable immediately notwithstanding the
provisions of the respective Option agreements regarding exercisability.

                                    ARTICLE V

                                     Options

         5.1      Option Grant and Agreement. Each Option granted hereunder
shall be evidenced by minutes of a meeting of the Stock Option Committee
authorizing the same and by a written Stock Option Agreement dated as of the
date of grant and executed by the Company and the Optionee, which Stock Option
Agreement shall set forth such terms and conditions as may be determined by the
Stock Option Committee to be consistent with the Plan.

         5.2      Option Price. The Option Price of each share of Stock subject
to Option shall not be less than the fair market value of the Stock on the date
of grant. If the Stock is traded on a national securities


                                        4
<PAGE>

exchange or on the NASDAQ National Market System ("NMS") at the date of grant,
then the fair market value of the Stock on the date of grant shall be equal to
the closing price of such Stock as quoted on such exchange or market as of the
trading day immediately preceding the effective date of such grant. If the Stock
is not traded on a national securities exchange or the NMS at the date of grant,
then the fair market value of the Stock on the date of grant shall be determined
in good faith by the Board of Directors using any reasonable method, which shall
include consideration of market quotations to the extent available.

         5.3      Option Exercise. Options may be exercised in whole or in part
from time to time with respect to whole shares only, within the period permitted
for the exercise thereof. Notwithstanding any other provision in this Plan, no
option granted under the Plan may be exercised more than ten (10) years after
the date on which it is granted. Options shall be exercised by: (i) written
notice of intent to exercise the Option with respect to a specific number of
shares of Stock which is delivered by hand delivery or registered or certified
mail, return receipt requested, to the Company at its principal office; and (ii)
payment in full to the Company at such office of the amount of the Option Price
for the number of shares of Stock with respect to which the Option is then being
exercised. Payment of the Option Price shall be made in cash, certified check,
cashier's check, or personal check (and if made by personal check the shares of
Stock issued upon exercise of the Option shall be held by the Company until the
check has cleared); provided, however, that if at the time of exercise of the
Option the Stock is traded on a national securities exchange or on the NMS, all
or part of the Option Price may also be paid by delivery to the Company of
shares of Stock previously acquired by the Optionee (provided the exercise of
such Option through this "cashless" feature is in accordance with applicable
federal and state securities laws), which shall be valued for such purpose at
the closing price of such Stock as quoted on such exchange or market as of the
trading day immediately preceding the date of exercise. In addition to and at
the time of payment of the Option Price, the Optionee shall, if and to the
extent requested by the Company, pay to the Company in cash the full amount of
all federal, state, and local withholding or other employment taxes, if any,
applicable to the taxable income of the Optionee resulting from such exercise,
and any sales, transfer, or similar taxes imposed with respect to the issuance
or transfer of shares of Stock in connection with such exercise.

         5.4      Nontransferability of Option. No Option shall be transferred
by an Optionee otherwise than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act, or the rules thereunder (a
"Qualified Domestic Order"). During the lifetime of an Optionee, the Option
shall be exercisable only by the Optionee or the Optionee's legal guardian or
personal representative.

         5.5      Effect of Death, Disability, Retirement, or Other Termination
of Service.

                  (a)      If an Optionee's Service with the Company and its
                           Subsidiaries shall be terminated for any reason other
                           than retirement at or after age sixty-five (65) or
                           the disability (as defined in Section 5.5(d) hereof)
                           or death of the Optionee, then no Options held by
                           such Optionee which are unexercised in whole or in
                           part may be exercised on or after the effective date
                           of such termination.


                                        5
<PAGE>

                  (b)      If an Optionee's Service with the Company and its
                           Subsidiaries shall be terminated by reason of
                           retirement at or after age sixty-five (65), then the
                           Optionee shall have the right to exercise the
                           Optionee's Options for ninety (90) days after the
                           date of such termination, but only to the extent that
                           such Options were exercisable at the date of such
                           termination; provided, however, that the Stock Option
                           Committee may, but shall not be obligated to, allow
                           such Optionee to exercise within such time any or all
                           of the Options, if any, held by the Optionee which
                           would not yet otherwise be exercisable.

                  (c)      If an Optionee's Service with the Company and its
                           Subsidiaries shall be terminated by reason of the
                           death or disability (as defined in Section 5.5(d)
                           hereof) of the Optionee, then the personal
                           representative or administrator of the estate of the
                           Optionee or the person or persons to whom an Option
                           granted hereunder shall have been validly transferred
                           by the personal representative or administrator
                           pursuant to the Optionee's will or the laws of
                           descent and distribution, as the case may be, shall
                           have the right to exercise the Optionee's Options for
                           ninety (90) days after the date of such termination,
                           but only to the extent that such Options were
                           exercisable at the date of such termination;
                           provided, however, that the Stock Option Committee
                           may, but shall not be obligated to, allow such
                           Optionee to exercise within such time any or all of
                           the Options, if any, held by the Optionee which would
                           not yet otherwise be exercisable.

                  (d)      For purposes of this Section 5.5, the terms
                           "disability" and "disabled" shall have the meaning
                           set forth in the principal disability insurance
                           policy or similar program then maintained by the
                           Company on behalf of its employees or, if no such
                           policy or program is then in existence, the meaning
                           then used by the United States Government in
                           determining persons eligible to receive disability
                           payments under the social security system of the
                           United States.

                  (e)      No transfer of an Option by the Optionee by will, the
                           laws of descent and distribution, or a Qualified
                           Domestic Order shall be effective to bind the Company
                           unless the Company shall have been furnished with
                           written notice thereof and an authenticated copy of
                           the will or the Qualified Domestic Order and/or such
                           other evidence as the Company may deem necessary to
                           establish the validity of the transfer and the
                           acceptance by the transferee or transferees of the
                           terms and conditions of such Option.

         5.6      Rights as Shareholder. An Optionee or a transferee of an
Option shall have no rights as a shareholder with respect to any shares of Stock
subject to such Option prior to the purchase of such shares by exercise of such
Option as provided herein.


                                        6
<PAGE>

         5.7      Investment Intent. Upon or prior to the exercise of all or any
portion of an Option, the Optionee shall furnish to the Company in writing such
information or assurances as, in the Company's opinion, may be necessary to
enable it to comply fully with the Securities Act of 1933, as amended, and the
rules and regulations thereunder and any other applicable statutes, rules, and
regulations. Without limiting the foregoing, if a registration statement is not
in effect under the Securities Act of 1933, as amended, with respect to the
shares of Stock to be issued upon exercise of an Option, the Company shall have
the right to require, as a condition to the exercise of such Option, that the
Optionee represent to the Company in writing that the shares to be received upon
exercise of such Option will be acquired by the Optionee for investment and not
with a view to distribution and that the Optionee agree, in writing, that such
shares will not be disposed of except pursuant to an effective registration
statement, unless the Company shall have received an opinion of counsel
reasonably acceptable to it to the effect that such disposition is exempt from
the registration requirements of the Securities Act of 1933, as amended. The
Company shall have the right to endorse on certificates representing shares of
Stock issued upon exercise of an Option such legends referring to the foregoing
representations and restrictions or any other applicable restrictions on resale
or disposition as the Company, in its discretion, shall deem appropriate.

                                   ARTICLE VI

                               Stock Certificates

         The Company shall not be required to issue or deliver any certificate
for shares of Stock purchased upon the exercise of any Option granted hereunder
or of any portion thereof, prior to fulfillment of all of the following
conditions:

         (a)      The admission of such shares to listing on all stock exchanges
on which the Stock is then listed, if any;

         (b)      The completion of any registration or other qualification of
such shares under any federal or state law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental regulatory
agency, which the Company shall in its sole discretion determine to be necessary
or advisable;

         (c)      The obtaining of any approval or other clearance from any
federal or state governmental agency which the Company shall in its sole
discretion determine to be necessary or advisable; and

         (d)      The lapse of such reasonable period of time following the
exercise of the Option as the Company from time to time may establish for
reasons of administrative convenience.


                                        7
<PAGE>

                                   ARTICLE VII

                Termination, Amendment, and Modification of Plan

         The Board may at any time terminate, and may at any time and from time
to time and in any respect amend or modify, the Plan; provided, however, that no
such action of the Board without approval of the shareholders of the Company may
increase the total number of shares of Stock subject to the Plan except as
contemplated in Section 4.3 hereof or alter the class of persons eligible to
receive Options under the Plan, and provided further that no termination,
amendment, or modification of the Plan shall without the written consent of the
Optionee of such Option adversely affect the rights of the Optionee with respect
to an outstanding Option or the unexercised portion thereof.

         Notwithstanding any other provision in this Plan, the Company's primary
federal bank regulator shall at any time have the right to direct the Company to
require Optionees to exercise their Options or forfeit their Options if the
Company's capital falls below the minimum requirements, as determined by such
federal bank regulator.

                                  ARTICLE VIII

                                  Miscellaneous

         8.1      Continued Service Not Presumed. This Plan and any document
describing this Plan and the grant of any Option hereunder shall not give any
Optionee or other director a right to continued Service with the Company or its
Subsidiaries.

         8.2      Other Compensation Plans. The adoption of the Plan shall not
affect any other stock option or incentive or other compensation plans in effect
for the Company or its Subsidiaries, nor shall the Plan preclude the Company or
its Subsidiaries from establishing any other forms of incentive or other
compensation for directors, officers, or employees of the Company or its
Subsidiaries.

         8.3      Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.

         8.4      Singular, Plural; Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.

         8.5      Applicable Law. This Plan shall be governed by and construed
in accordance with the laws of the State of Florida.

         8.6      Headings, etc., No Part of Plan. Headings of Articles and
Sections hereof are inserted for convenience and reference; they constitute no
part of the Plan.


                                        8
<PAGE>

         8.7      Severability. If any provision or provisions of this Plan
shall be held to be invalid, illegal, or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

                                    UNITED COMMUNITY BANKSHARES
                                    OF FLORIDA, INC.


                                    By: /s/ David G. Powers
                                       -----------------------------------------
                                       David G. Powers, President and Chief
                                       Executive Officer


                                        9