EXHIBIT
      10.3

    


    SOLERA
      NATIONAL BANCORP, INC.

    2006
      STOCK INCENTIVE PLAN

    


    1.    PURPOSE

     

    The
      2006
      Stock Incentive Plan (“Plan”) is intended to promote shareholder value by (a)
      enabling Solera National Bancorp, Inc. (“Company”), and its affiliates to
      attract and retain the best available individuals for positions of substantial
      responsibility; (b) providing additional incentive to such persons by affording
      them an equity participation in the Company; (c) rewarding those directors,
      executive officers, employees, and non-employee shareholders for their
      contributions to the Company or Solera National Bank (“Bank”); and (d) promoting
      the success of the Company’s business by aligning the financial interests of
      directors, executive officers and employees providing personal services to
      the
      Company or its affiliates with long-term shareholder value. 

     

    2.    DEFINITIONS

     

    (A) “Act”
      means the Securities Exchange Act of 1934, as amended, or any successor
      provisions.

     

    (B) “Affiliate”
      means (i) any entity that, directly or indirectly, is controlled by the Company,
      (ii) an entity in which the Company has a significant equity interest,
      (iii) an affiliate of the Company, as defined in Rule 12b-2 promulgated under
      the Act, (iv) any Subsidiary and (v) any entity in which the Company has at
      least twenty percent (20%) of the combined voting power of the entity’s
      outstanding voting securities, in each case as designated by the Board of
      Directors as being a participant employer in the Plan. For purposes of this
      Plan
      and without further designation by the Board of Directors, the Bank shall be
      deemed an Affiliate.

     

    (C) “Bank”
      means Solera National Bank, a national banking association.

     

    (D) “Board
      of
      Directors” means the board of directors of the Company.

     

    (E) “Change
      of Control” means:

     

    (i) the
      acquisition by any individual, entity or “group,” within the meaning of section
      13(d)(3) or section 14(d)(2) of the Act (other than the
      current members of the boards of directors of the Company or the Bank or any
      of
      their descendants, the Company, the Bank, or
      any
      savings, pension or other benefit plan for the benefit of the employees of
      the
      Company or subsidiaries thereof) (a “Person”), of beneficial ownership
      (within the meaning of Rule 13d-3 promulgated under the Act) of voting
      securities of the Company or the Bank where such acquisition causes any such
      Person to own fifty percent (50%) or more of the combined voting power of the
      Company’s or Bank’s then outstanding capital stock then entitled to vote
      generally in the election of directors;

     

    (ii) within
      any twelve-month period, the persons who were directors of the Company
      immediately before the beginning of the twelve-month period (the “Incumbent
      Directors”) shall cease to constitute at least a majority of the Board of
      Directors; provided that any individual becoming a director subsequent to the
      beginning of such twelve-month whose election, or nomination for election by
      the
      Company’s shareholders, was approved by at least two-thirds of the directors
      then comprising the Incumbent Directors shall be considered as though such
      individual were an Incumbent Director unless such individual’s initial
      assumption of office occurs as a result of either an actual or threatened
      election contest (as such terms are used in Rule 14a-11 of Regulation 14A
      promulgated under the Act);

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iii) a
      reorganization, merger, consolidation or other corporate transaction involving
      the Company or the Bank, in each case, with respect to which the shareholders
      of
      the Company or the Bank, respectively, immediately prior to such transaction
      do
      not, immediately after the transaction, own more than fifty percent (50%) of
      the
      combined voting power of the reorganized, merged or consolidated company’s then
      outstanding voting securities;

     

    (iv) the
      sale,
      transfer or assignment of all or substantially all of the assets of the Company
      or the Bank to any third party;

     

    (v) a
      dissolution or liquidation of the Company or the Bank; or

     

    (vi) any
      other
      transactions or series of related transactions occurring which have
      substantially the same effect as the transactions specified in clauses (i)
      -
      (v), as determined by the Board of Directors.

     

    (F) “Code”
      means the Internal Revenue Code of 1986, as amended, or any successor
      provisions.

     

    (G) “Committee”
      means the committee appointed by the Board of Directors to administer the Plan
      pursuant to Section 0.
      If the
      Committee has not been appointed, the Board of Directors in its entirety shall
      constitute the Committee. The Board of Directors shall consider the advisability
      of whether the members of the Committee shall consist solely of two or more
      members of the Board of Directors who are each “outside directors” as defined in
      Treas. Reg. section 1.162-27(e)(3) as promulgated by the Internal Revenue
      Service and “non-employee directors” as defined in Rule 16b-3(b)(3) as
      promulgated under the Act. 

     

    (H) “Company”
      means Solera National Bancorp, Inc., a Delaware corporation and registered
      bank
      holding company, and except as otherwise specified in this Plan in a particular
      context, any successor thereto, whether by merger, consolidation, purchase
      of
      all or substantially all of its assets or otherwise.

     

    (I) “Controlling
      Participant” means any person who, immediately before an Option is granted to
      that particular person, directly or indirectly (within the meaning of section
      424 of the Code and the regulations promulgated thereunder) possesses more
      than
      ten percent (10%) of the total combined voting power of all classes of stock
      of
      the Company or any Subsidiary. The determination of whether an person is a
      Controlling Participant shall be made in accordance with sections 422 and 424
      of
      the Code, or any successor provisions, and the regulations promulgated
      thereunder.

     

    (J) “Exercise
      Price” means the price at which a share of Stock may be purchased by a
      Participant pursuant to the exercise of an Option, as specified in the
      respective Stock Option Agreement.

     

    (K) “Fair
      Market Value” on any date with respect to the Stock means:

     

    (i) if
      the
      Stock is listed on a national securities exchange, the last reported sale price
      of a share of the Stock on such exchange or, if no sale occurs on that date,
      the
      average of the reported closing bid and asked prices on that date,

     

    (ii) if
      the
      Stock is otherwise publicly traded, the last reported sale price of a share
      of
      the Stock under the quotation system under which the sale price is reported
      or,
      if no sale occurs on that date, the average of the reported closing bid and
      asked prices on that date under the quotation system under which the bid and
      asked prices are reported,

     

    
      
         

      

      
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    (iii) if
      no
      such last sales price or average of the reported closing bid and asked prices
      are available on that date, the last reported sale price of a share of the
      Stock, or if no sale takes place, the average of the reported closing bid and
      asked prices as so reported for the immediately preceding business day (a)
      on
      the national securities exchange on which the Stock is listed or (b) if the
      Stock is otherwise publicly traded, under the quotation system under which
      such
      data are reported, or 

     

    (iv) if
      none
      of the prices described above is available, the value of a share of the Stock
      as
      reasonably determined in good faith by the Committee in a manner that it
      believes to be in accordance with the Code.

     

    In
      determining the Fair Market Value of a share of Stock in connection with the
      issuance of an ISO (as defined below), the Fair Market Value shall be determined
      without regard to any restriction, other than a restriction that, by its terms,
      will never lapse.

     

    (L) “ISO”
      means an Option (or portion thereof) intended to qualify as an “incentive stock
      option” within the meaning of section 422 of the Code, or any successor
      provision.

     

    (M) “NQSO”
      means an Option (or portion thereof) that is not intended to, or does not,
      qualify as an “incentive stock option” within the meaning of section 422 of the
      Code, or any successor provision.

     

    (N) “Option”
      means the right of a Participant to purchase shares of Stock in accordance
      with
      the terms of this Plan and the Stock Option Agreement between such Participant
      and the Company.

     

    (O) “Parent”
      means a parent corporation, if any, with respect to the Company, as defined
      in
      section 424(e) of the Code and regulations promulgated or rulings issued
      thereunder.

     

    (P) “Participant”
      means any person to whom an Option has been granted pursuant to this Plan and
      who is a party to a Stock Option Agreement.

     

    (Q) “Stock”
      means the common stock of the Company, par value $0.01 per share.

     

    (R) “Stock
      Option Agreement” means an agreement by and between a Participant and the
      Company setting forth the specific terms and conditions under which Stock may
      be
      purchased by such Participant pursuant to the exercise of an Option. Such Stock
      Option Agreement shall be subject to the provisions of this Plan (which shall
      be
      incorporated by reference therein) and shall contain such provisions as the
      Board of Directors, in its sole discretion, may authorize.

     

    (S) “Subsidiary”
      means a subsidiary corporation of the Company, as defined in section 424(f)
      of
      the Code and regulations promulgated or rulings issued thereunder.

     

    (T) “Termination
      Date” means the date on which the Participant ceased to be an employee of the
      Company or any Affiliate; provided however, that with respect to an ISO, it
      means the date on which the Participant ceased to be an employee of the Company
      or any Parent or Subsidiary.

     

    3.    SHARES
      AVAILABLE UNDER THE PLAN

     

    (A) Shares
      Subject to the Plan.
      Subject
      to adjustment in accordance with the provisions of this Section 0,
      the
      total number of shares of Stock as to which Options may be granted shall be
      _________ shares. Of the shares available for grant under the Plan, ______
      Shares [or
      ___ percentage] are
      specifically set aside for the purpose of granting ISOs under the Plan. Stock
      issued under the Plan may be either authorized but unissued shares or shares
      that have been reacquired by the Company. Any shares issued by the Company
      in
      connection with the assumption or substitution of outstanding grants from any
      acquired corporation shall not reduce the shares of Stock available for Options
      under the Plan.

     

    
      
         

      

      
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    (B) Forfeited
      Awards.
      In the
      event that any outstanding Option under the Plan for any reason expires
      unexercised, is forfeited or is terminated prior to the end of the period during
      which Options may be issued under the Plan, the shares of Stock allocable to
      the
      unexercised portion of such Option that has expired, been forfeited or been
      terminated shall become available for future issuance under the Plan.


     

    (C) Shares
      Used to Pay Exercise Price and Taxes.
      Shares
      of Stock delivered to the Company to pay the Exercise Price of any Option or
      to
      satisfy the Participant’s income tax withholding obligation shall become
      available for future issuance under the Plan.

     

    (D) Adjustments
      on Changes in Stock.
      In the
      event of any change in the outstanding shares of Stock by reason of any merger,
      reorganization, consolidation, recapitalization, stock dividend, stock split,
      reverse stock split, spinoff, combination or exchange of shares or other
      corporate change, the Committee, in its sole discretion, may make such
      substitution or adjustment, if any, as it deems to be equitable and appropriate,
      as
      to:
      (i) the maximum number of shares of Stock that may be issued under the Plan
      as
      set forth in Section 0;
      (ii)
      the number or kind of shares subject to an Option; (iii) subject to the
      limitation contained in Section 0,
      the
      Exercise Price applicable to an Option; (iv) any measure of performance that
      relates to an Option in order to reflect such change in the Stock and/or (v)
      any
      other affected terms of any Option; provided however, that no adjustment shall
      occur with respect to an ISO unless: (y) the excess of the aggregate Fair Market
      Value of the shares of Stock subject to the ISO immediately after any such
      adjustment over the aggregate Exercise Price of such shares is not more than
      the
      excess of the aggregate Fair Market Value of all shares subject to the ISO
      immediately prior to such adjustment over the Exercise Price of all shares
      subject to the ISO; and (z) the new or adjusted ISO does not grant the
      Participant additional benefits that the Participant did not previously
      have.

     

    4.    ADMINISTRATION

     

    (A) Procedure.
      The
      Plan shall be administered, construed and interpreted by the Committee, as
      such
      Committee is from time to time constituted, or any successor committee the
      Board
      of Directors may designate to administer the Plan. The Committee may delegate
      any of its powers and duties to appropriate officer(s) of the Company in
      accordance with guidelines established by the Committee from time to
      time.

     

    (B) Powers
      of the Committee.
      Subject
      to the other provisions of the Plan, the Committee shall have all powers vested
      in it by the terms of the Plan as set forth herein, such powers to include
      exclusive authority (except as may be delegated as permitted herein): (i) to
      select those persons to be granted Options under the Plan; (ii) to determine
      the
      type, size and terms of the Option to be granted to each individual selected;
      (iii) to modify the terms of any Option that has been granted; (iv) to determine
      the time when Options will be granted; (v) to establish performance objectives;
      (vi) to determine the Fair Market Value of the Stock under Section 0;
      (vii)
      to interpret the Plan and decide any questions and settle all controversies
      or
      disputes that may arise in connection with the Plan; (viii) to adopt, amend
      and
      rescind rules and regulations relating to the Plan; (ix) to prescribe the form
      or forms of instruments evidencing Options and any other instruments required
      under the Plan and to change such forms, in its sole and absolute discretion,
      from time to time; (x) to accelerate or defer (with the consent of the
      Participant) the vesting period or exercise date of any Option; (xi) to
      authorize any person to execute on behalf of the Company any instrument required
      to effectuate the grant of an Option previously granted by the Committee; and
      (xii) to make all other determinations and perform all other acts necessary
      or
      advisable for the administration of the Plan. The Committee (or its delegate
      as
      permitted herein) may correct any defect, supply any omission or reconcile
      any
      inconsistency in the Plan or in any Option in the manner and to the extent
      that
      it shall deem desirable to carry the Plan or any Option into
      effect.

     

    (C) Effect
      of Decision of the Committee and Board of Directors.
      All
      decisions, determinations, actions and interpretations of the Committee (or
      its
      delegate as permitted herein) or the Board of Directors (or its delegate as
      permitted herein) in the administration of the Plan shall lie with the Committee
      and the Board of Directors, respectively, within its sole and absolute
      discretion and shall be final, conclusive and binding on all parties concerned;
      provided that the Committee or the Board of Directors, as applicable, may,
      in
      its sole and absolute discretion, overrule an action, decision, determination
      or
      interpretation of a person to whom it has delegated authority.

     

    
      
         

      

      
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    (D) Liability
      of Board of Directors or the Committee.
      No
      member of the Board of Directors or Committee or any officer of the Company
      shall be liable for anything done or omitted to be done by him, by any other
      member of the Board of Directors or Committee or any officer of the Company
      in
      connection with the performance of duties under the Plan, except for his own
      willful misconduct or as expressly provided by statute. The members of the
      Board
      of Directors and Committee and officers of the Company shall be entitled to
      indemnification in connection with the performance of their respective duties
      under the Plan to the extent provided in the articles of incorporation or bylaws
      of the Company or otherwise by law.

     

    5.    ELIGIBILITY

     

    Consistent
      with the purposes of the Plan, the Committee shall have the power (except as
      may
      be delegated as permitted herein) to select the employees and other individuals
      performing services for or making contributions to the Company and its
      Affiliates who may participate in the Plan and be granted Options under the
      Plan. Only persons who are employees of the Company or a Parent or a Subsidiary
      shall be eligible to receive ISO awards under the Plan. For purposes of this
      Plan, the term “employee” means an individual employed by the Company or a
      Subsidiary whose income from those entities is subject to Federal Income
      Contributions Act (“FICA”) withholding. 

     

    6.    TERMS
      AND CONDITIONS APPLICABLE TO OPTIONS UNDER THE PLAN

     

    Options
      granted pursuant to the Plan shall be evidenced by Stock Option Agreements
      in
      such form as the Board of Directors shall, from time to time, approve, which
      agreements shall in substance include or incorporate, comply with and be subject
      to the following terms and conditions (except as necessary to conform to the
      requirements of law, including the laws of the jurisdiction where the
      Participant resides):

     

    (A) Medium
      and Time of Payment.
      The
      Exercise Price shall be paid in full at the time the Option is exercised. The
      Exercise Price shall be payable either in (i) United States dollars in cash
      or
      by check, bank draft, money order or wire transfer of good funds payable to
      the
      Company; (ii) upon conditions established by the Committee, by delivery of
      shares of Stock owned by the Participant for at least six (6) months prior
      to
      the date of exercise; or (iii) by a combination of (i) and (ii).
      A
      broker assisted exercise shall be deemed to be an exercise for cash under clause
      (i) of the preceding sentence.

     

    (B) Number
      of Shares.
      The
      total number of shares to which each Option pertains shall be designated in
      the
      Stock Option Agreement at the time of grant.

     

    (C) Designation
      of Option.
      Each
      Option shall be designated in the Stock Option Agreement as either an ISO or
      a
      NQSO and, in the absence of such designation, shall be deemed to be a NQSO.
      In
      the event that a person is granted concurrently an ISO and a NQSO, such Options
      shall be evidenced by separate Stock Option Agreements. However, notwithstanding
      such designations, to the extent that (i) the aggregate Fair Market Value
      (determined as of the time of grant) of the Stock with respect to which Options
      designated as ISOs are exercisable for the first time by any employee during
      any
      calendar year (under all plans of the Company and any Subsidiary) exceeds
      $100,000, or (ii) an ISO does not meet any other requirement to be an “incentive
      stock option” within the meaning of section 422 of the Code, such Options, or
      portions thereof, shall be treated as NQSOs. For purposes of this section,
      Options shall be taken into account in the order in which they were
      granted.

     

    
      
         

      

      
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    (D) Exercise
      Price.
      The
      Exercise Price per share of Stock under an Option shall be determined by the
      Committee in its sole discretion; provided however that the Exercise Price
      shall
      be not less than one hundred percent (100%) of the Fair Market Value on the
      date
      that such Option is granted and, in the case of an ISO granted to a Controlling
      Participant, the Exercise Price shall be not less than one hundred ten percent
      (110%) of the Fair Market Value on the date that such Option is
      granted.

     

    (E) Option
      Term.
      The
      term of an Option shall be fixed by the Committee, in its sole discretion,
      in
      each Stock Option Agreement; provided however that for any Option to qualify
      as
      an ISO, the Option shall expire not more than ten years from the date the Option
      is granted and, in the case of a Controlling Participant, not more than five
      years from the date the Option is granted.

     

    (F) Exercise
      of Options.
      Subject
      to the provisions of this Plan and the applicable Stock Option Agreement, an
      Option may be exercised at any time during the term of the Option. An Option
      shall
      be deemed exercised when (i) written notice of such exercise, in the form
      prescribed by the Committee, has been received by the Company in accordance
      with
      the terms of the Option by the person entitled to exercise the Option and (ii)
      full payment for the Stock with respect to which the Option is exercised has
      been received by the Company in accordance with Section 0
      and the Stock Option Agreement. The written notice shall include the number
      of
      shares to be exercised by the Participant. Except
      as
      otherwise expressly provided in writing by the Board of Directors, an Option
      may
      not be exercised for a fractional share of Stock. 

     

    (G) Stock
      Certificates.
      Promptly upon exercise of an Option, the Company shall issue (or cause to be
      issued) certificates evidencing the shares of Stock acquired as a result of
      the
      exercise of the Option. In the event that the exercise of an Option is treated
      in part as the exercise of an ISO and in part as the exercise of a NQSO pursuant
      to Section 0
      hereof,
      the Company shall issue a certificate evidencing the shares of Stock treated
      as
      acquired upon the exercise of an ISO and a separate certificate evidencing
      the
      shares of Stock treated as acquired upon the exercise of a NQSO, and shall
      identify each such certificate accordingly in its stock transfer
      records.

     

    All
      certificates for shares of Stock delivered under the Plan pursuant to any Option
      shall be subject to such stock transfer orders and other restrictions as the
      Committee may deem advisable under the rules, regulations and other requirements
      of the Securities and Exchange Commission, any stock exchange upon which the
      Stock is then listed, and any applicable federal or state securities laws or
      regulations, and the Committee may cause a legend or legends to be put on any
      such certificates to make appropriate reference to such
      restrictions.

     

    (H) Date
      of Exercise.
      The
      Committee may, in its sole discretion, provide that an Option may not be
      exercised in whole or in part for any period or periods of time specified by
      the
      Committee. Except as may be so provided, any Option may be exercised in whole
      at
      any time, or in part from time to time, during its term. In the case of an
      Option not immediately exercisable in full, the Committee may at any time
      accelerate the time at which all or any part of the Option may be
      exercised.

     

    (I) Termination
      of Service.
      The
      Committee may determine, at the time of grant for each Option, the extent to
      which the Participant (or his legal representative) shall have the right to
      exercise the Option following termination of such Participant by the Company,
      any Subsidiary, or any Affiliate. Such determination shall be made at the time
      of the grant of the Option. Such provisions may reflect distinctions based
      on
      the reasons for the termination of service and any other relevant factors that
      the Committee may determine. In the absence of the foregoing standards, any
      Option granted to an employee of the Company or any Affiliate pursuant to the
      Plan that has not vested prior to the Termination Date shall expire immediately
      upon the Termination Date, and any Option granted to an employee of the Company
      or any Affiliate pursuant to the Plan that has vested prior to the Termination
      Date shall expire three (3) months following the Termination Date; provided
      however that if the cessation of Participant’s service is due to his death or
      disability (as defined in section 22(e)(3) of the Code), such Option shall
      expire one year from the Termination Date.

     

    
      
         

      

      
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    (J) Transferability.
      Except
      as otherwise permitted by the Committee, Options shall be nontransferable
other
      than by will or the laws of descent and distribution and shall be exercisable
      during the lifetime of the Participant only by the Participant (or in the event
      of his disability (as defined in section 22(e)(3) of the Code), by his guardian
      or legal representative) and after his death, only by the Participant’s legal
      representatives, heirs, legatees, or distributees. 

     

    (K) No
      Rights as a Participant.
      No
      person shall, with respect to any Option, be deemed to have become a
      Participant, or to have any rights with respect to such Option, unless and
      until
      such person shall have executed a Stock Option Agreement or other instrument
      evidencing the Option and delivered a copy thereof to the Company, and otherwise
      complied with the then applicable terms and conditions. 

     

    (L) No
      Rights as a Shareholder.
      Notwithstanding the exercise of an Option, a Participant shall have no rights
      as
      a shareholder with respect to shares covered by an Option until the date the
      certificates evidencing the shares of Stock are issued (as evidenced by the
      appropriate entry on the books of the Company or of a duly authorized transfer
      agent of the Company). No adjustment will be made for dividends or other rights
      the record date for which is prior to the date of issuance. Upon issuance of
      the
      certificates evidencing the shares of Stock acquired upon exercise of an Option,
      such shares of Stock shall be deemed to be transferred for purposes of section
      421 of the Code and the regulations promulgated thereunder. 

     

    (M) Tax
      Withholding.
      As a
      condition to the exercise of any Option, the Company shall have the right to
      require that the Participant exercising the Option (or the recipient of any
      shares of Stock) remit to the Company an amount calculated by the Company to
      be
      sufficient to satisfy applicable federal, state, foreign or local withholding
      tax requirements (or make other arrangements satisfactory to the Company with
      regard to such taxes) prior to the delivery of any certificate evidencing shares
      of Stock. If permitted by the Company, either at the time of the grant of the
      Option or in connection with its exercise, the Participant may satisfy
      applicable withholding tax requirements by delivering a number of whole shares
      of Stock owned by the Participant for at least six (6) months prior to the
      date
      of exercise and having a Fair Market Value (determined on the date that the
      amount of tax to be withheld is to be fixed) at least equal to the aggregate
      amount required to be withheld.

     

    In
      the
      case of an ISO, the Committee may require as a condition of exercise that the
      Participant exercising the Option agree to inform the Company promptly of any
      disposition (within the meaning of section 424(c) of the Code and the
      regulations thereunder) of Stock received upon exercise.

     

    (N) Change
      of Control.
      Notwithstanding any provision of this Plan or any Stock Option Agreement to
      the
      contrary, unless the Committee shall determine otherwise at the time of grant
      with respect to a particular Option, all Options outstanding as of the date
      of a
      Change of Control or an agreement to effect a Change of Control, and which
      are
      not then exercisable and vested, shall become fully exercisable and vested
      to
      the full extent of the original grant. The
      determination as to whether a Change of Control or an agreement to effect a
      Change of Control has occurred shall be made by the Committee and shall be
      conclusive and binding.

     

    (O) Additional
      Restrictions and Conditions.
      The
      Committee may impose such other restrictions and conditions (in addition to
      those required by the provisions of this Plan) on any Option granted hereunder
      and may waive any such additional restrictions and conditions, so long as (i)
      any such additional restrictions and conditions are consistent with the terms
      of
      this Plan and (ii) such waiver does not waive any restriction or condition
      required by the provisions of this Plan.

     

    
      
         

      

      
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    (P) Repricing.
      The
      Committee shall not, without the further approval of the Board of Directors,
      (i)
      authorize the amendment of any outstanding Option to reduce the Exercise Price
      of such Option or (ii) grant a replacement Option upon the surrender and
      cancellation of a previously granted Option for the purpose of reducing the
      Exercise Price of such Option. Nothing contained in this section shall affect
      the right of the Board of Directors or the Committee to make the adjustment
      permitted under Section 0.

     

    7.    AMENDMENT
      AND TERMINATION OF THE PLAN

     

    The
      Committee may amend, alter, suspend, or terminate the Plan or any portion hereof
      at any time; provided that no such amendment, alteration, suspension or
      termination shall be made without the approval of the shareholders of the
      Company if such approval is necessary to qualify for or comply with any tax
      or
      regulatory requirement for which or with which the Board of Directors deems
      it
      necessary or desirable to qualify or comply. No amendment, suspension or
      termination of the Plan shall adversely affect the right of any existing
      Participant with respect to any Option theretofore granted, as determined by
      the
      Committee, without such Participant’s written consent.

     

    Unless
      earlier terminated, the Plan shall remain in effect until all shares issuable
      under the Plan have been purchased or acquired in accordance with the Plan.
      In
      no event may any Options be granted under the Plan more than ten (10) years
      after the earlier of the date on which the Plan is adopted or the date on which
      the Plan is approved by the shareholders of the Company. Such termination by
      lapse of time shall not effect the validity or terms of any Option then
      outstanding or the ability of the Committee to amend, alter, adjust, suspend,
      discontinue or terminate any such Option or to waive any conditions or rights
      under any such Option for so long as the Option is outstanding.

     

    8.    LEGALITY
      OF GRANT

     

    The
      granting of Options under this Plan and the issuance or transfer of Options
      and
      shares of Stock pursuant hereto are subject to all applicable federal and state
      laws, rules and regulations and to such approvals by any regulatory or
      government agency (including, without limitation, no-action positions of the
      Securities and Exchange Commission) which may, in the opinion of counsel for
      the
      Company, be necessary or advisable in connection therewith. Without limiting
      the
      generality of the foregoing, no Options may be granted under this Plan and
      no
      Options or shares shall be issued by the Company unless and until in any such
      case all legal requirements applicable to the issuance or payment have, in
      the
      opinion of counsel for the Company, been complied with. In connection with
      any
      Option or Stock issuance or transfer, the person acquiring the shares or the
      Option shall, if requested by the Company, give assurance satisfactory to
      counsel to the Company with respect to such matters as the Company may deem
      desirable to assure compliance with all applicable legal
      requirements.

     

    9.    NO
      EMPLOYMENT/SERVICE RIGHTS

     

    Nothing
      in this Plan or any Stock Option Agreement shall confer upon any person the
      right to participate in the benefits of the Plan or to be granted an Option,
      and
      there shall be no obligation to provide uniformity of treatment in connection
      with the administration of this Plan. The terms and conditions of Options or
      Stock Option Agreements need not be the same with respect to each
      Participant.

     

    Nothing
      in this Plan or any Stock Option Agreement shall be construed as constituting
      a
      commitment, guarantee, agreement or understanding of any kind or nature that
      the
      Company or any Affiliate shall continue to employ, retain or engage any
      individual (whether or not a Participant). Neither this Plan nor any Stock
      Option Agreement executed in accordance with this Plan shall affect in any
      way
      the right of the Company or any Affiliate to terminate the employment or
      engagement of any individual (whether or not a Participant) at any time and
      for
      any reason whatsoever and to remove any individual (whether or not a
      Participant) from any position with the Company or any Affiliate. No change
      of a
      Participant’s duties with the Company or any Affiliate shall result in a
      modification of any rights of such Participant under this Plan or any Stock
      Option Agreement executed by such Participant.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    10.    EFFECTIVE
      DATE

     

    This
      Plan
      shall become effective upon its approval by the Board of Directors; provided
      however that no grant of an Option under this Plan shall qualify as an ISO
      unless, within one year of the date the Plan becomes effective, the Plan is
      approved by the affirmative vote of a majority of the shareholders of the
      Company present, in person or by proxy, at a meeting of the shareholders of
      the
      Company. The Committee may grant ISOs subject to the condition that this Plan
      shall have been approved by the shareholders of the Company as provided herein.
      

     

    11.    RESERVATION
      OF SHARES

     

    The
      Company, during the term of this Plan, shall at all times reserve and keep
      available such number of shares of Stock as shall be sufficient to satisfy
      the
      requirements of the Plan.

     

    12.    MINIMUM
      CAPITAL REQUIREMENTS

     

    Notwithstanding
      any provision of this Plan or any Stock Option Agreement to the contrary, all
      Options granted under the Plan shall expire, to the extent not exercised, within
      45 days following the receipt of notice from the Bank’s primary federal
      regulator (“Regulator”) that (i) the Bank has not maintained its minimum capital
      requirements (as determined by the Regulator); and (ii) the Regulator is
      requiring termination or forfeiture of options. Upon receipt of such notice
      from
      the Regulator, the Company shall promptly notify each Participant that all
      Options issued under this Plan have become fully exercisable and vested to
      the
      full extent of the grant and that the Participant must exercise the Option(s)
      granted to him prior to the end of the 45-day period or such earlier period
      as
      may be specified by the Regulator or forfeit such Option. In case of forfeiture
      due to termination of options by the Regulator, no Participant shall have a
      cause of action, of any kind or nature, with respect to the forfeiture against
      the Company or any Affiliate. Neither the Company nor any Affiliate shall be
      liable to any Participant due to the failure or inability of the Company or
      any
      Affiliate to provide adequate notice to the Participant.

     

    13.    ADMINISTRATION
      OF PLAN

     

    Notwithstanding
      any other provision herein to the contrary, this Plan shall be administered
      in
      accordance with the provisions of the Federal Deposit Insurance Corporation’s
      Statement of Policy on Applications for Deposit Insurance as such policy relates
      to stock benefit plans.

     

    14.    GENERAL

     

    (A) Burden
      and Benefit.
      The
      terms and provisions of this Plan and the Options issued hereunder shall be
      binding upon, and shall inure to the benefit of, the Company and each
      Participant and any permitted successors and assigns.

     

    (B) Interpretation.
      When
      a
      reference is made in this Plan to a Section, such reference will be to a Section
      of this Plan
      unless
      otherwise indicated. The headings contained
      in this Plan are for convenience of reference only and will not affect in any
      way the meaning or interpretation of this Plan or any Option. Whenever the
      words
“include,” “includes” or “including” are used in this Plan, they will be deemed
      to be followed by the words “without limitation.” The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Plan will refer to
      this Plan as a whole and not to any particular provision in this Plan. Each
      use
      herein of the masculine, neuter or feminine gender will be deemed to include
      the
      other genders. Each use herein of
      the
      plural will include the singular and
      vice
      versa, in each case as the context requires, or as is otherwise appropriate.
      The
      word “or” is used in the inclusive sense. Any agreement, instrument
      or statute
      defined or referred to herein or in any agreement or instrument that is referred
      to herein means such agreement, instrument or statute as from time to time
      amended, modified or supplemented, including (in the case of agreements or
      instruments) by waiver or consent and (in the case of statutes) by succession
      of comparable
      successor statutes and references to all attachments thereto and instruments
      incorporated therein. References to a person are also to its permitted
      successors or assigns. No
      provision of this Plan is to be construed to require, directly or indirectly,
      any person to take any action, or omit to take any action, which action or
      omission would violate applicable law (whether statutory or common law), rule
      or
      regulation.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    (C) Costs
      and Expenses.
      All
      costs and expenses with respect to the adoption, implementation and
      administration of this Plan shall be borne by the Company; provided however
      that, except as otherwise specifically provided in this Plan or the applicable
      Stock Option Agreement between the Company and a Participant, the Company shall
      not be obligated to pay any costs or expenses (including legal fees) incurred
      by
      any Participant in connection with any Stock Option Agreement, this Plan or
      any
      Option or Stock held by any Participant.

     

    (D) Unfunded
      Status of Plan.
      The
      Plan is intended to constitute an “unfunded” plan for long-term incentive
      compensation. Neither the Plan nor any Option shall create or be construed
      to
      create a trust or separate fund of any kind or a fiduciary relationship between
      the Company or any Affiliate and a Participant or any other person. Nothing
      contained herein shall be construed to give any Participant any rights with
      respect to any Option, unexercised or exercised, or any other matters under
      this
      Plan that are greater than those of a general unsecured creditor of the
      Company.

     

    (E) Governing
      Law.
      The
      validity, construction and effect of the Plan, any rules and regulations
      relating to the Plan and any Option granted hereunder shall be determined in
      accordance with the laws of the State of Delaware, without reference to the
      laws
      that might otherwise govern under applicable principles of conflicts of law.
      

     

    (F) Severability.
      If any
      term or other provision of this Plan or any Stock Option Agreement is held
      to be
      illegal, invalid or unenforceable by any rule of law or public policy, such
      term
      or provision shall
      be
      fully severable and this Plan or the Stock Option Agreement shall be construed
      and enforced as if such illegal, invalid
      or unenforceable provision were not a part hereof, and all other conditions
      and
      provisions shall remain
      in
      full force and effect. Upon such determination that any term or other provision
      is invalid, illegal or unenforceable, there shall be added automatically
      as a part of this Plan or the Stock Option Agreement a provision as similar
      in
      terms to such illegal, invalid or unenforceable provision
      as may be possible and still be legal, valid and enforceable.
      If any
      provision of this Plan or any Stock Option Agreement is so broad as to be
      unenforceable, the provision shall be interpreted to be only as broad as is
      enforceable.

     

    (G) Certain
      Conflicts.
      In the
      event of an irreconcilable conflict between the terms of the Plan and any Stock
      Option Agreement, the terms of the Plan shall prevail.

     

    (H) Notices.
      Any
      notice or other communication required or permitted to be made hereunder or
      by
      reason of the provisions of this Plan or any Stock Option Agreement shall be
      in
      writing, duly signed by the party giving such notice or communication and shall
      be deemed to have been properly delivered if delivered personally or by a
      recognized overnight courier service, or sent by first-class certified or
      registered mail, postage prepaid, as follows (or at such other address for
      a
      party as shall be specified by like notice): (i) if given to the Company, at
      its
      principal place of business, and (ii) if to a Participant, as provided in his
      Stock Option Agreement
      unless
      Participant has provided a more current address to the Company, in which case
      the most current address so provided. Any notice properly given hereunder shall
      be effective on the date on which it is actually received by the party to whom
      it was addressed.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Company, acting by and through its duly authorized officer, has executed this
      Plan on the ____ day of _______________, 2006.

     

     

    SOLERA
      NATIONAL BANCORP, INC.

     

     

    By:_______________________________________

    Its:_______________________________________

     

    
      
         

      

        -11-