<PAGE>

                                                                    Exhibit 10.3

                   FIRST COMMUNITY BANK CORPORATION OF AMERICA
                           First Amended and Restated
                            LONG-TERM INCENTIVE PLAN

                                Table of Contents

ARTICLE I. ESTABLISHMENT AND PURPOSE                                           3
  Section 1   Establishment                                                    3
  Section 2   Purpose                                                          3
  Section 3   Shares Subject to the Plan                                       3
  Section 4   Status                                                           3

ARTICLE II. DEFINITIONS                                                        3
  Section 1   Definitions                                                      3
  Section 2   Usage                                                            4

ARTICLE III. ADMINISTRATION                                                    5
  Section 1   Committee.                                                       5
  Section 2   Organization                                                     5
  Section 3   Power and Authority.                                             5
  Section 4   Discretionary Authority                                          6
  Section 5   No Liability                                                     6
  Section 6   Award Agreements                                                 6

ARTICLE IV.             EMPLOYEES ELIGIBLE TO PARTICIPATE                      6
  Section 1   Generally.                                                       6
  Section 2   Participant Status                                               7
  Section 3   ISO Eligibility Requirement                                      7
  Section 4   Obligations of Optionee                                          7

ARTICLE V. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS                     7
  Section 1   Grant.                                                           7
  Section 2   Number of Shares                                                 7
  Section 3   Option Price                                                     8
  Section 4   Method of Exercise                                               8
  Section 5   Method of Payment                                                8
  Section 6   Term and Exercise of Options                                     8
  Section 7   Additional Limitations                                           9
  Section 8   Death or Other Termination of Employment                         9
  Section 9   Delivery of Certificates Representing Shares                    10
  Section 10  Rights as a Stockholder                                         10
  Section 11  Modification, Extension and Renewal of Options                  10
  Section 12  Listing and Registration of Shares                              11
  Section 13  Other Provisions                                                11

ARTICLE VI. TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS                11


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  Section 1   Grant.                                                          11
  Section 2   Number of Shares                                                11
  Section 3   Option Price                                                    11
  Section 4   Method of Exercise                                              11
  Section 5   Method of Payment                                               12
  Section 6   Term and Exercise of Options                                    12
  Section 7   Death or Other Termination of Employment                        12
  Section 8   Delivery of Certificates Representing Shares                    13
  Section 9   Rights as a Stockholder                                         14
  Section 10  Modification, Extension and Renewal of Options                  14
  Section 11  Listing and Registration of Shares                              14
  Section 12  Other Provisions                                                14

ARTICLE VII. MISCELLANEOUS                                                    14
  Section 1   Stock Adjustments                                               14
  Section 2   Tax Absorption Payments                                         15
  Section 3   Amendment of the Plan; Termination                              16
  Section 4   Application of Funds                                            16
  Section 5   No Implied Rights to Employees                                  16
  Section 6   Withholding                                                     16
  Section 7   Effective Date of Plan                                          17
  Section 8   Compliance with Securities Laws                                 17
  Section 9   Change in Control                                               17
  Section 10  Indemnification of the Board                                    18
  Section 11  Priority                                                        19


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<PAGE>

                   FIRST COMMUNITY BANK CORPORATION OF AMERICA
                           First Amended and Restated
                            LONG-TERM INCENTIVE PLAN

                   ------------------------------------------

ARTICLE I. Establishment and Purpose

Section 1. Establishment. First Community Bank Corporation of America (herein,
      "Company") hereby establishes an incentive compensation plan to be known
      as the "First Community Bank Corporation of America Long-Term Incentive
      Plan" (herein, "Plan").

Section 2. Purpose. The purpose of the Plan is to:

      a) attract, retain, and motivate participating employees of the Company
         and its subsidiaries through awards of shares of the Common Stock of
         the Company (herein, "Shares") and options to purchase Shares (herein,
         "Options");

      b) encourage employee ownership of Shares;

      c) more fully align the interests of the Company's participating employees
         with the interests of shareholders of the Company; and

      d) encourage participating employees to think and act like owners of the
         Company.

Section 3. Shares Subject to the Plan.

      a) The maximum number of Shares that may be issued under the Plan shall be
         two-hundred-fifty-thousand (250,000) Shares, subject to adjustment as
         provided in Article VII ss.1.

      b) Such Shares may be issued through the purchase of:

         i)   authorized and unissued Shares;

         ii)  Shares acquired by the Company (treasury stock); or

         iii) Shares issued pursuant to both Article I ss.3(b)(i) and (ii).

      c) If an Option is surrendered or for any other reason ceases to be
         exercisable in whole or in part, the Shares that are subject to such
         Option, but as to which the Option has not been exercised, shall again
         become available for offering under the Plan.

Section 4. Status.

      a) It is the intention of the Company that ISOs granted under the Plan
         qualify as "incentive stock options" under Section 422 of the Code, and
         the regulations promulgated thereunder.

      b) The provisions of the Plan with respect to ISOs, accordingly, shall be
         construed in a manner consistent with such requirements. Except with
         respect to ISOs, no Award under the Plan is intended to qualify for
         special treatment or status under the Code.

ARTICLE II. Definitions

Section 1. Definitions. The following words and terms as used herein shall have
      that meaning set forth


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                  FIRST COMMUNITY BANK CORPORATION OF AMERICA
                        LONG-TERM INCENTIVE PLAN (cont.)

      therefor in this Article II unless a different meaning is clearly required
      by the context.

      a) "Award" shall mean any Option or cash payment granted or awarded under
         the Plan.

      b) "Award Agreement(s)" shall mean any document, agreement, or certificate
         deemed by the Committee as necessary or advisable to be entered into
         with or delivered to a Participant in connection with the grant of an
         Award under the Plan as further described in Article III ss.6 herein.

      c) "Board" or "Board of Directors" shall mean the Board of Directors of
         the Company.

      d) "Committee" is defined in Article III ss.1.

      e) "Code" shall mean the Internal Revenue Code of 1986, as amended.
         Reference to a specific section of the Code shall include a reference
         to any successor provision.

      f) "Company" shall mean First Community Bank Corporation of America, a
         Florida corporation, and its successors.

      g) "Effective Date" is defined in Article VII ss.7.

      h) "Eligible Employee" shall mean any individual employed by the Company
         and any Subsidiary who meets the eligibility requirements of Article
         IV.

      i) "Fair Market Value" of the Shares shall mean the fair market value of
         such Shares as determined by the Committee in good faith and based on
         all relevant factors.

      j) "ISO" shall mean an incentive stock option granted in accordance with
         the provisions of Article V of the Plan.

      k) "NSO" shall mean a nonqualified stock option granted in accordance with
         the provisions of Article VI of the Plan.

      l) "Option" shall mean an ISO or a NSO.

      m) "Optionee" shall mean an Eligible Employee to whom an Option is granted
         under the Plan and are as listed in Exhibit "A" attached hereto and by
         reference made a part hereof.

      n) "Participant" shall mean an Eligible Employee, who in accordance with
         the terms of the Plan, is approved by the Committee for participation
         in the Plan as a recipient of an Award.

      o) "Plan" shall mean the First Community Bank Corporation of America
         Long-Term Incentive Plan, as set forth herein and as amended from time
         to time.

      p) "Shares" shall mean shares of the Class "B" common stock of the
         Company.

      q) "Subsidiary" shall mean any corporation that at the time qualifies as a
         subsidiary of the Company under the definition of "subsidiary
         corporation" contained in Section 424(f) of the Code.

      r) "10% Stockholder" shall mean an individual who owns more than 10% of
         the total combined voting power of all classes of stock of the Company
         or of a parent or subsidiary corporation.

Section 2. Usage. Whenever appropriate, words used in the singular shall be
      deemed to include the plural and vice versa, and the masculine gender
      shall be deemed to include the feminine gender.

ARTICLE III. Administration


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                  FIRST COMMUNITY BANK CORPORATION OF AMERICA
                        LONG-TERM INCENTIVE PLAN (cont.)

Section 1. Committee.

      a) This Plan shall be administered by the Board of Directors.
         Notwithstanding the preceding sentence, the Board of Directors shall
         delegate its authority to an options committee as appointed by the
         Board of Directors (herein, "Committee") from time to time.

      b) The Committee shall consist of not less than two (2) nor more than
         seven (7) persons, each of whom shall be a member of the Board.

      c) The Board of Directors may from time to time remove members from, or
         add members to, the Committee.

      d) Vacancies on the Committee, howsoever caused, shall be filled by the
         Board of Directors.

Section 2. Organization. The Committee shall select one of its members as
      chairman, and shall hold meetings at such time and places as it may
      determine. The acts of a majority of the Committee at which a quorum is
      present, or acts reduced to or approved in writing by a majority of the
      members of the Committee, shall be valid acts of the Committee.

Section 3. Power and Authority.

      a) Subject to the provisions of the Plan, the Committee shall have full
         authority, in its discretion:

         i)   to determine from among Eligible Employees those persons who shall
              become Participants;

         ii)  to determine the nature, amount, vesting, and terms and conditions
              of all Awards under the Plan, in accordance with and subject to
              the specific limitations and requirements set forth in the Plan;

         iii) to interpret the Plan, the terms of all Awards, and Award
              Agreements and any other agreement or instrument awarded, issued
              or entered into under the Plan, and to prescribe, amend, and
              rescind rules and regulations with respect to the administration
              of the Plan;

         iv)  to determine in good faith the fair market value of the Shares in
              accordance with reasonable valuation methods;

         v)   to determine in what manner the purchase price of the Shares shall
              be paid;

         vi)  to modify, cancel, or replace any prior Option and amend the
              relevant Award Agreements with the consent of the affected
              Optionee, including amending such agreements to amend vesting
              schedules, accelerate or extend vesting, extend exercise periods
              or increase or decrease the option price for an Option, as it may
              deem to be necessary; and

         vii) to make, amend, and rescind rules and regulations relating to the
              Plan.

      b) The determination of the Committee shall be made in accordance with its
         judgment as to the best interests of the Company and its shareholders
         and in accordance with the purposes of the Plan

      c) The interpretation and construction by the Committee of any provision
         of the Plan, any Award or any other agreement or instrument awarded,
         issued or entered into under the Plan, and all other determinations and
         decisions of the Committee pursuant to the provisions of the Plan,
         shall be final, conclusive, and binding on all Participants and other
         affected persons.

      d) All actions and policies of the Committee, to the extent they deal with
         ISOs, shall be consistent with the qualification of ISOs as incentive
         stock options under Section 422 of the Code.

Section 4. Discretionary Authority. The Committee's decision to authorize the
      grant of an Award to an Eligible Employee at any time shall not require
      the Committee to authorize the grant of an Award to that employee at any
      other time or to any other employee at any time; nor shall its
      determination with respect to the size, type, or terms and conditions of
      the Award to be granted to an Eligible


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                  FIRST COMMUNITY BANK CORPORATION OF AMERICA
                        LONG-TERM INCENTIVE PLAN (cont.)

      Employee at any time require it to authorize the grant of an Award of the
      same size or type or with the same terms and conditions to that employee
      at any other time or to any other employee at any time. The Committee
      shall not be precluded from authorizing the grant of an Award to any
      Eligible Employee solely because the employee previously may have been
      granted an Award of any kind under the Plan.

Section 5. No Liability.

      a) Each member of the Committee shall be fully justified in relying or
         acting in good faith upon any report made by the Company's accountants
         and upon any other information furnished to the Committee or the Board
         of Directors in connection with the Plan by any other professional
         advisor of the Company; and

      b) In no event shall any person who is or shall have been a member of the
         Committee be liable for any action taken or determination made or
         omitted in good faith reliance upon any such report or information or
         for any action, including the furnishing of information, taken or
         omitted with respect to the Plan, if in good faith.

Section 6. Award Agreements. Options granted under the Plan pursuant to Article
      V ss.1 and Article VI ss.1 herein shall be evidenced by written agreements
      in such form as the Committee shall from time to time approve, which
      agreements:

      a) shall comply with, and be subject to, the terms and conditions of the
         Plan;

      b) shall contain such other limitations and restrictions upon the exercise
         of the Option as shall be necessary in order that such Option will
         satisfy the requirements for incentive stock options imposed by Section
         422 of the Code;

      c) shall contain such restrictions as the Committee may determine to be
         necessary in order that the granting of such Option shall be in
         compliance with Federal and state securities laws; and

      d) may contain such other provisions not inconsistent with the Plan as the
         Committee shall deem advisable, including, without limitation, vesting
         and other restrictions upon exercise of an Option.

ARTICLE IV. Employees Eligible To Participate

Section 1. Generally.

      a) Any person, including any officer, but not a person who is solely a
         director, who is in the employ of the Company or any Subsidiary on the
         date of a grant of an Award shall be an Eligible Employee, able to
         participate in the Plan in accordance with the terms of the Plan.

      b) Notwithstanding Article IV ss.1(a) herein or any other provisions of
         the Plan, if the Company shall be deemed to be subject to the reporting
         requirements of the Securities Exchange Act of 1934, as amended
         (herein, "Exchange Act"), any employee who is a Named-Executive-Officer
         of Company shall not be deemed an Eligible Employee nor granted an
         Option unless the grant is approved by a Committee of the Board
         consisting solely of members of the Board of Directors who qualify as
         "Non-Employee Directors" within the meaning of Rule 16b-3 of the
         Securities and Exchange Commission and as "Outside Directors" within
         the meaning of Section 162(m) of the Code. For purposes hereof, the
         term "Named-Executive-Officer" shall mean the Company's Chief Executive
         Officer and the four highest compensated officers (other than the Chief
         Executive Officer), as determined pursuant to the executive
         compensation disclosure rules under the Securities Exchange Act of
         1934.


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                  FIRST COMMUNITY BANK CORPORATION OF AMERICA
                        LONG-TERM INCENTIVE PLAN (cont.)

      c) The Committee:

         i)   shall have the sole power to determine if the eligibility
              requirements have been satisfied; and

         ii)  may give consideration to the functions and responsibilities of
              the individual, his or her potential contributions to the
              profitability and sound growth of the Company, and such other
              factors as the Committee may, in its discretion, deem relevant.

Section 2. Participant Status. In accordance with the provisions of Article III
      ss.3, the Committee, in its sole discretion, from time to time may select
      from among Eligible Employees persons to become Participants in the Plan.
      Any Eligible Employee so selected and who remains an Eligible Employee
      shall become a Participant upon the approval of such status by the
      Committee, which approval shall be conclusively evidenced by the award or
      grant of an Award to a Participant.

Section 3. ISO Eligibility Requirement. Notwithstanding any provision of the
      Plan to the contrary, no person shall be eligible to receive any ISOs
      under the Plan if such person would not be able to qualify for the
      benefits of incentive stock options under Section 422 of the Code.

Section 4. Obligations of Optionee. The granting of an Option pursuant to
      Article V ss.1 and Article VI ss.1 herein shall impose no obligation upon
      the Optionee to exercise such Option.

ARTICLE V. Terms and Conditions of Incentive Stock Options

Section 1. Grant.

      a) Any ISO granted pursuant to the Plan shall be authorized by the
         Committee and shall be evidenced by certificates or agreements in such
         form as the Committee from time to time shall approve pursuant to
         Article III ss.6 herein, which certificates or agreements shall comply
         with and be subject to the terms and conditions hereinafter specified.

      b) Upon the granting of any ISO, the Committee shall promptly cause the
         Optionee to be notified of the fact that such Option has been granted.

      c) The date on which the Committee approves the grant of an ISO shall be
         considered to be the date on which such Option is granted.

Section 2. Number of Shares. Each ISO shall state the number of Shares to which
      it pertains.

Section 3. Option Price. Each ISO shall state the option price, which option
      price shall be determined by the Committee in its discretion.
      Notwithstanding the foregoing, the option price in no event shall be less
      than:

      a) 100% of the Fair Market Value of the Shares on the date of grant of the
         Option; or

      b) in the case of an ISO being issued to an Eligible Employee who is a 10%
         Stockholder at the time an ISO is granted, 110% of the Fair Market
         Value of the Shares on the date of grant.

Section 4. Method of Exercise. An Optionee may exercise an ISO during such time
      as may be permitted by the Option and the Plan by:

      a) providing written notice to the Committee;

      b) tendering the purchase price in accordance with the provisions of
         Article V ss.5; and c) complying with any other exercise requirements
         contained in the Option or promulgated from time to time by the
         Committee.

      c) complying with any other exercise requirements contained in the Option
         or promulgated from time to time by the Committee.

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                  FIRST COMMUNITY BANK CORPORATION OF AMERICA
                        LONG-TERM INCENTIVE PLAN (cont.)

Section 5. Method of Payment.

      a) Payment of the option price upon the exercise of the ISO shall be:

         i)   in United States dollars in cash or by check, bank draft, or money
              order payable to the order of the Company;

         ii)  in the discretion of and in the manner determined by the
              Committee, by the delivery of Shares already owned by the
              Optionee;

         iii) by any other legally permissible means acceptable to the Committee
              at the time of the grant of the Option (including cashless
              exercise as permitted under the Federal Reserve Board's Regulation
              T, subject to applicable legal restrictions); or

         iv)  in the discretion of the Committee, through a combination of (i),
              (ii) and (iii) of this Article V ss.5(a). b) If the option price
              is paid in whole or in part through the delivery of Shares, the
              decision of the Committee with respect to the Fair Market Value of
              such Shares shall be final and conclusive.

Section 6. Term and Exercise of Options.

      a) Each ISO shall be exercisable, in whole or in part, only in accordance
         with the vesting schedule which shall be specified in writing by the
         Committee at the time of grant or in the Award Agreement (herein,
         "Vesting Schedule").

      b) To the extent not exercised, exercisable installments of ISOs shall be
         exercisable, in whole or in part, in any subsequent period, but not
         later than the expiration date of the Option.

      c) The Committee shall determine the expiration date of the Option at the
         time of the grant of the Option; provided, however, that:

         i)   no ISO shall be exercisable after the expiration of ten (10) years
              from the date it is granted; or,

         ii)  in the case of a 10% Stockholder, no ISO shall be exercisable
              after the expiration of five (5) years from the date it is
              granted.

      d) Not less than one hundred (100) Shares may be exercised at any one time
         unless the number exercised is the total number at the time exercisable
         under the Option.

      e) No Option or any part of an Option shall be exercisable unless written
         notice of the exercise is delivered to the Company specifying the
         number of shares to be purchased and payment in full is made for the
         Shares being acquired thereunder at the time of exercise prior to the
         expiration of the Option.

      f) Within the limits described above, the Committee may impose additional
         requirements on the exercise of ISOs. When it deems special
         circumstances to exist, the Committee in its discretion may accelerate
         the time at which an ISO may be exercised if, under previously
         established exercise terms, such Option was not immediately exercisable
         in full, even if the acceleration would permit the Option to be
         exercised more rapidly than the Vesting Schedule set forth in the Award
         Agreement, or as otherwise specified by the Committee, would permit.

Section 7. Additional Limitations.

      a) The aggregate Fair Market Value (determined as of the time an ISO is
         granted) of the Shares with respect to which ISOs are exercisable for
         the first time by any Optionee in any calendar year under the Plan and
         under all other incentive stock option plans of the Company and any
         parent and subsidiary corporations of the Company (as those terms are
         defined in Section 424 of the Code) shall not exceed
         one-hundred-thousand and no/100 ($100,000.00) dollars; and


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                  FIRST COMMUNITY BANK CORPORATION OF AMERICA
                        LONG-TERM INCENTIVE PLAN (cont.)

      b) To the extent the limitation set forth in Article V ss.7(a) herein
         would otherwise be exceeded, the Option shall be deemed to consist of
         an ISO for the maximum number of shares which may be covered pursuant
         to Article V ss.7(a) herein and a NSO pursuant to Article VI herein for
         the remaining Shares subject to the Option.

Section 8. Death or Other Termination of Employment.

      a) In the event that an Optionee shall cease to be employed by the Company
         or a Subsidiary for any reason other than his or her death subject to
         the conditions that no ISO shall be exercisable after its expiration
         date, such Optionee shall have the right to exercise the ISO at any
         time within ninety (90) days after such termination of employment:

         i)   to the extent his or her right to exercise such Option had accrued
              pursuant to this Article V at the date of such termination and had
              not previously been exercised;

         ii)  such ninety (90) day period shall be increased to one (1) year for
              any Optionee who ceases to be employed by the Company or a
              Subsidiary because he is disabled (within the meaning of Section
              22(e)( 3) of the Code) or who dies during the ninety (90) day
              period and the Option may be exercised within such extended time
              limit by the Optionee; or

         iii) in the case of death during such ninety (90) day period, the
              personal representative of the Optionee or by any person or
              persons who shall have acquired the Option directly from the
              Optionee by bequest or inheritance.

      b) Whether an authorized leave of absence or absence for military or
         governmental service shall constitute termination of employment for
         purposes of the Plan shall be determined by the Committee, whose
         determination shall be final and conclusive.

      c) In the event that an Optionee shall die while in the employ of the
         Company (or a Subsidiary) and shall not have fully exercised any ISO,
         then the ISO may be exercised, subject to the conditions that no ISO
         shall be exercisable after its expiration date, to the extent that the
         Optionee's right to exercise such Option had accrued pursuant to this
         Article V at the time of his or her death and had not previously been
         exercised, at any time within one (1) year after the Optionee's death,
         by the personal representative of the Optionee or by any person or
         persons who shall have acquired the Option directly from the Optionee
         by bequest or inheritance.

      d) In the event any Option is exercised by the executors, administrators,
         legatees, or distributees of the estate of a deceased Optionee, the
         Company shall be under no obligation to issue Shares thereunder unless
         and until the Company is satisfied that the person or persons
         exercising the Option are the duly appointed legal representatives of
         the deceased Optionee's estate or the proper legatees or distributees
         thereof.

      e) No ISO shall be transferable by the Optionee otherwise than by will or
         the laws of descent and distribution.

      f) During the lifetime of the Optionee, an ISO shall be exercisable only
         by him or her and shall not be assignable or transferable, and no other
         person shall acquire any rights therein.

Section 9. Delivery of Certificates Representing Shares.

      a) As soon as practicable after the exercise of an ISO, the Company shall
         deliver or cause to be delivered to the Optionee exercising the ISO a
         certificate or certificates representing the Shares purchased upon the
         exercise.

      b) Certificates representing Shares to be delivered to an Optionee will be
         registered in the name of the participating employee, or if the
         Optionee so directs, by written notice to the Company, and to the
         extent permitted by applicable law, in the names of the Optionee and
         one such other


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                  FIRST COMMUNITY BANK CORPORATION OF AMERICA
                        LONG-TERM INCENTIVE PLAN (cont.)

         person as may be designated by the participating Optionee, as joint
         tenants with rights of survivorship.

Section 10. Rights as a Stockholder. An Optionee shall have no rights as a
      stockholder with respect to any Shares covered by his or her ISO until the
      date on which he or she becomes a record owner of the Shares purchased
      upon the exercise of the Option (herein,
      "Incentive-Record-Ownership-Date"). No adjustment shall be made for
      dividends (ordinary or extraordinary, whether in cash, securities, or
      other property), distributions, or other rights for which the
      Incentive-Record-Ownership-Date is prior to the record ownership date,
      except as provided in Article VII herein.

Section 11. Modification, Extension and Renewal of Options.

      a) Subject to the terms and conditions and within the limitations of the
         Plan, the Committee may modify outstanding ISOs granted under the Plan,
         or accept the surrender of outstanding ISOs (to the extent not
         theretofore exercised) and authorize the granting of new Options in
         substitution therefor (to the extent not theretofore exercised).

      b) The Committee shall not, however, modify any outstanding ISO so as to
         specify a lower option price or accept the surrender of outstanding
         ISOs and authorize the granting of new Options in substitution therefor
         specifying a lower option price.

      c) Notwithstanding the foregoing, however, no modification of an ISO
         shall, without the consent of the Optionee, alter or impair any of the
         rights or obligations under any ISO theretofore granted under the Plan.

Section 12. Listing and Registration of Shares.

      a) Each ISO shall be subject to the requirement that if at any time the
         Committee shall determine, in its discretion, that the listing,
         registration, or qualification of the Shares covered thereby upon any
         securities exchange or under any state or federal laws, or the consent
         or approval of any governmental regulatory body, is necessary or
         desirable as a condition of, or in connection with, the granting of
         such ISO or the issuance or purchase of Shares thereunder, such ISO may
         not be exercised unless and until such listing, registration,
         qualification, consent, or approval shall have been effected or
         obtained free of any conditions not acceptable to the Committee.

      b) Notwithstanding anything in the Plan to the contrary, if the provisions
         of this Article become operative, and if, as a result thereof, the
         exercise of an ISO is delayed, then and in that event, the term of the
         ISO shall not be affected.

      c) Notwithstanding the foregoing, or any other provisions in the Plan, the
         Company shall have no obligation under the Plan to cause any share of
         Common Stock to be registered or qualified under any federal or state
         law, or listed on any stock exchange or admitted to any national market
         system.

Section 13. Other Provisions. The ISO certificates or agreements authorized
      under the Plan shall contain such other provisions, including, without
      limitation, restrictions upon the exercise of the Option, as the Committee
      shall deem advisable. Any such certificate or agreement shall contain such
      limitations and restrictions upon the exercise of the ISO as shall be
      necessary in order that such Option will be an incentive stock option as
      defined in Section 422 of the Code, or to conform to any change in the
      law.

ARTICLE VI. Terms and Conditions of Nonqualified Stock Options


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                  FIRST COMMUNITY BANK CORPORATION OF AMERICA
                        LONG-TERM INCENTIVE PLAN (cont.)

Section 1. Grant.

      a) Any NSO granted pursuant to the Plan shall be authorized by the
         Committee and shall be evidenced by certificates or agreements in such
         form as the Committee from time to time shall approve pursuant to
         Article III ss.6 herein, which certificates or agreements shall comply
         with and be subject to the terms and conditions hereinafter specified.

      b) Upon the granting of any NSO, the Committee shall promptly cause the
         Optionee to be notified of the fact that such Option has been granted.

      c) The date on which the Committee approves the grant of a NSO shall be
         considered to be the date on which such Option is granted.

Section 2. Number of Shares. Each NSO shall state the number of Shares to which
      it pertains.

Section 3. Option Price. Each NSO shall state the option price, which option
      price shall be determined by the Committee in its discretion and may be
      equal to, less than, or greater than 100% of the Fair Market Value of the
      Shares on the date of grant.

Section 4. Method of Exercise. An Optionee may exercise a NSO during such time
      as may be permitted by the Option and the Plan by:

      a) providing written notice to the Committee;

      b) tendering the purchase price in accordance with the provisions of
         Article VI ss.5; and

      c) complying with any other exercise requirements contained in the Option
         or promulgated from time to time by the Committee.

Section 5. Method of Payment.

      a) Payment of the option price upon the exercise of the NSO shall be:

         i)   in United States dollars in cash or by check, bank draft, or money
              order payable to the order of the Company;

         ii)  in the discretion of and in the manner determined by the
              Committee, by the delivery of Shares already owned by the
              Optionee;

         iii) by any other legally permissible means acceptable to the Committee
              at the time of the grant of the Option (including cashless
              exercise as permitted under the Federal Reserve Board's Regulation
              T, subject to applicable legal restrictions); or

         iv)  in the discretion of the Committee, through a combination of (i),
              (ii) and (iii) of this Article VI ss.5(a).

      b) If the option price is paid in whole or in part through the delivery of
         Shares, the decision of the Committee with respect to the Fair Market
         Value of such Shares shall be final and conclusive.

Section 6. Term and Exercise of Options.

      a) Each NSO shall be exercisable, in whole or in part, only in accordance
         with the Vesting Schedule which shall be specified in writing by the
         Committee at the time of grant or in the Award Agreement.

      b) To the extent not exercised, exercisable installments of NSOs shall be
         exercisable, in whole or in part, in any subsequent period, but not
         later than the expiration date of the Option.

      c) The Committee shall determine the expiration date of the Option at the
         time of the grant of the Option; provided, however, that no NSO shall
         be exercisable after the expiration of ten (10) years from the date it
         is granted.


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                  FIRST COMMUNITY BANK CORPORATION OF AMERICA
                        LONG-TERM INCENTIVE PLAN (cont.)

      d) Not less than one hundred (100) Shares may be exercised at any one time
         unless the number exercised is the total number at the time exercisable
         under the Option.

      e) No Option or any part of an Option shall be exercisable unless written
         notice of the exercise is delivered to the Company specifying the
         number of shares to be purchased and payment in full is made for the
         Shares being acquired thereunder at the time of exercise prior to the
         expiration of the Option.

      f) Within the limits described above, the Committee may impose additional
         requirements on the exercise of NSOs. When it deems special
         circumstances to exist, the Committee in its discretion may accelerate
         the time at which a NSO may be exercised if, under previously
         established exercise terms, such Option was not immediately exercisable
         in full, even if the acceleration would permit the Option to be
         exercised more rapidly than the Vesting Schedule set forth in the Award
         Agreement, or as otherwise specified by the Committee, would permit.

Section 7. Death or Other Termination of Employment.

      a) In the event that an Optionee shall cease to be employed by the Company
         or a Subsidiary for any reason other than his or her death, subject to
         the conditions that no NSO shall be exercisable after its expiration
         date, such Optionee shall have the right to exercise the NSO at any
         time within ninety (90) days after such termination of employment:

         i)   to the extent his or her right to exercise such Option had accrued
              pursuant to this Article VI at the date of such termination and
              had not previously been exercised;

         ii)  such ninety (90) day period shall be increased to one (1) year for
              any Optionee who ceases to be employed by the Company or a
              Subsidiary because he is disabled (within the meaning of Section
              22(e)( 3) of the Code) or who dies during the ninety (90) day
              period, and the Option may be exercised within such extended time
              limit by the Optionee; or

         iii) in the case of death during such ninety (90) day period, the
              personal representative of the Optionee or by any person or
              persons who shall have acquired the Option directly from the
              Optionee by bequest or inheritance.

      b) Whether an authorized leave of absence or absence for military or
         governmental service shall constitute termination of employment for
         purposes of the Plan shall be determined by the Committee, whose
         determination shall be final and conclusive.

      c) In the event that an Optionee shall die while in the employ of the
         Company (or a Subsidiary) and shall not have fully exercised any NSO,
         then the NSO may be exercised, subject to the conditions that no NSO
         shall be exercisable after its expiration date, to the extent that the
         Optionee's right to exercise such Option had accrued pursuant to this
         Article VI at the time of his or her death and had not previously been
         exercised, at any time within one (1) year after the Optionee's death,
         by the personal representative of the Optionee or by any person or
         persons who shall have acquired the Option directly from the Optionee
         by bequest or inheritance.

      d) In the event any Option is exercised by the executors, administrators,
         legatees, or distributees of the estate of a deceased Optionee, the
         Company shall be under no obligation to issue Shares thereunder unless
         and until the Company is satisfied that the person or persons
         exercising the Option are the duly appointed legal representatives of
         the deceased Optionee's estate or the proper legatees or distributees
         thereof.

      e) No NSO shall be transferable by the Optionee otherwise than by will or
         the laws of descent and distribution.

      f) During the lifetime of the Optionee, an NSO shall be exercisable only
         by him or her and shall not be assignable or transferable, and no other
         person shall acquire any rights therein.


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<PAGE>

                  FIRST COMMUNITY BANK CORPORATION OF AMERICA
                        LONG-TERM INCENTIVE PLAN (cont.)

Section 8. Delivery of Certificates Representing Shares.

      a) As soon as practicable after the exercise of a NSO, the Company shall
         deliver or cause to be delivered to the Optionee exercising the NSO a
         certificate or certificates representing the Shares purchased upon the
         exercise.

      b) Certificates representing Shares to be delivered to an Optionee under
         the Plan will be registered in the name of the Optionee, or if the
         Optionee so directs, by written notice to the Company, and to the
         extent permitted by applicable law, in the names of the Optionee and
         one such other person as may be designated by the Optionee, as joint
         tenants with rights of survivorship.

Section 9. Rights as a Stockholder. An Optionee shall have no rights as a
      stockholder with respect to any Shares covered by his or her NSO until the
      date on which he or she becomes a record owner of the Shares purchased
      upon the exercise of the Option (herein,
      Nonqualified-Record-Ownership-Date"). No adjustment shall be made for
      dividends (ordinary or extraordinary, whether in cash, securities, or
      other property), distributions, or other rights for which the record date
      is prior to the Nonqualified-Record-Ownership-Date, except as provided in
      Article VII herein.

Section 10. Modification, Extension and Renewal of Options.

      a) Subject to the terms and conditions and within the limitations of the
         Plan, the Committee may modify outstanding NSOs granted under the Plan,
         or accept the surrender of outstanding NSOs (to the extent not
         theretofore exercised) and authorize the granting of new Options in
         substitution therefor (to the extent not theretofore exercised).

      b) The Committee shall not, however, modify any outstanding NSO so as to
         specify a lower option price or accept the surrender of outstanding
         NSOs and authorize the granting of new Options in substitution therefor
         specifying a lower option price.

      c) Notwithstanding the foregoing, however, no modification of an NSO
         shall, without the consent of the Optionee, alter or impair any of the
         rights or obligations under any NSO theretofore granted under the Plan.

Section 11. Listing and Registration of Shares.

      a) Each NSO shall be subject to the requirement that if at any time the
         Committee shall determine, in its discretion, that the listing,
         registration or qualification of the Shares covered thereby upon any
         securities exchange or under any state or federal laws, or the consent
         or approval of any governmental regulatory body, is necessary or
         desirable as a condition of, or in connection with, the granting of
         such NSO or the issuance or purchase of shares thereunder, such NSO may
         not be exercised unless and until such listing, registration,
         qualification, consent or approval shall have been effected or obtained
         free of any conditions not acceptable to the Committee.

      b) Notwithstanding anything in the Plan to the contrary, if the provisions
         of this Article become operative, and if, as a result thereof, the
         exercise of a NSO is delayed, then and in that event, the term of the
         NSO shall not be affected.

      c) Notwithstanding the foregoing, or any other provisions in the Plan, the
         Company shall have no obligation under the Plan to cause any share of
         Common Stock to be registered or qualified under any federal or state
         law, or listed on any stock exchange or admitted to any national market
         system.

Section 12. Other Provisions. The NSO certificates or agreements authorized
      under the Plan shall contain such other provisions, including, without
      limitation, restrictions upon the exercise of the


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                  FIRST COMMUNITY BANK CORPORATION OF AMERICA
                        LONG-TERM INCENTIVE PLAN (cont.)

      Option, as the Committee shall deem advisable.

ARTICLE VII. Miscellaneous

Section 1. Stock Adjustments.

      a) In the event of any increase or decrease in the number of issued Shares
         resulting from a stock split or other division or consolidation of
         shares or the payment of a stock dividend (but only on Shares) or any
         other increase or decrease in the number of Shares effected without any
         receipt of consideration by the Company, then, in any such event, the
         number of Shares that remain available under the Plan, the number of
         Shares covered by each outstanding Option, the exercise price per Share
         covered by each outstanding Option, in each case, shall be
         proportionately and appropriately adjusted for any such increase or
         decrease.

      b) Subject to any required action by the stockholders, if any change
         occurs in the Shares by reason of any recapitalization, reorganization,
         merger, consolidation, split-up, combination or exchange of shares, or
         of any similar change affecting Shares, then, in any such event, the
         number and type of Shares then covered by each outstanding Option, the
         purchase price per Share covered by each outstanding Option in each
         case, shall be proportionately and appropriately adjusted for any such
         change. A dissolution or liquidation of the Company shall cause each
         outstanding Option to terminate

      c) In the event of a change in the Shares as presently constituted that is
         limited to a change of all of its authorized shares with par value into
         the same number of shares with a different par value or without par
         value, the shares resulting from any change shall be deemed to be
         Shares within the meaning of the Plan.

      d) To the extent that the foregoing adjustments relate to stock or
         securities of the Company, such adjustments shall be made by, and in
         the discretion of, the Committee, whose determination in that respect
         shall be final, binding and conclusive; provided, however, that any
         Option granted pursuant to Article V shall not be adjusted in a manner
         that causes such Option to fail to continue to qualify as an incentive
         stock option within the meaning of Section 422 of the Code.

      e) Except as hereinabove expressly provided in this Article, an Optionee
         shall have no rights by reason of any division or consolidation of
         shares of stock of any class or the payment of any stock dividend or
         any other increase or decrease the number of shares of stock of any
         class or by reason of any dissolution, liquidation, merger or
         consolidation, or spin-off of assets or stock of another corporation;
         and any issuance by the Company of shares of stock of any class,
         securities convertible into shares of stock of any class, or warrants
         or options for shares of stock of any class shall not affect, and no
         adjustment by reason thereof shall be made with respect to, the number
         or price of Shares or any Option. f) The existence of the Plan, or the
         grant of an Option under the Plan, shall not affect in any way the
         right or power of the Company to make adjustments, reclassifications,
         reorganizations or changes of its capital or business structure or to
         merge or to consolidate, or to dissolve, to liquidate, to sell, or to
         transfer all or any part of its business or assets.

Section 2. Tax Absorption Payments.

      a) The Company may, but is not required to, make a cash payment, either
         directly to any Optionee or on an Optionee's behalf, in an amount that
         the Committee estimates to be equal (after taking into account any
         federal and state taxes that the Committee estimates to be applicable
         to such cash payment) to any additional federal and state income taxes
         that are imposed upon an


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<PAGE>

                  FIRST COMMUNITY BANK CORPORATION OF AMERICA
                        LONG-TERM INCENTIVE PLAN (cont.)

         Optionee as a result of the granting of any Option under the Plan (a
         "Tax Absorption Payment").

      b) In determining the amount of any Tax Absorption Payment, the Committee
         may adopt such methods and assumptions as it considers appropriate, and
         it shall not be required to examine the individual tax liability of any
         Participant.

      c) The decision to make any Tax Absorption Payment shall be made by the
         Committee at the same time as the grant of the Award to which it
         relates.

Section 3. Amendment of the Plan; Termination.

      a) The Board shall have the right to revise, amend, or terminate the Plan
         at any time without notice:


         i)   provided, however, that without shareholder approval the Board may
              not:

              (A) increase the aggregate number of Shares that may be issued
                  pursuant to this Plan,

              (B) extend the period during which any Award may be granted,

              (C) extend the term of the Plan, or

              (D) modify the requirements as to eligibility for participation
                  hereunder;

         ii)  provided, further, that no such action may be taken, without the
              consent of the Participant to whom any Award shall have been
              granted, that adversely affects the rights of such Participant
              concerning such Award, except as such termination or amendment of
              this Plan is required by statute, or rules, or regulations
              promulgated thereunder, or as otherwise permitted hereunder.

      b) The foregoing prohibitions in this Article VII ss.3(a) shall not be
         affected by adjustments in shares and purchase price made in accordance
         with the provisions of Article VII ss.1.

Section 4. Application of Funds. The proceeds received by the Company from the
      sale of Shares or the exercise of Awards pursuant to the Plan will be used
      for general corporate purposes.

Section 5. No Implied Rights to Employees. The existence of the Plan and the
      granting of Awards under the Plan shall in no way give any employee the
      right to continued employment or the right to receive any additional
      Awards or any additional compensation under the Plan, or otherwise provide
      any employee any rights not specifically set forth in the Plan or in any
      Option or Award Agreement.

Section 6. Withholding.

      a) The Company shall have the power to withhold, or require an Optionee to
         remit to the Company, an amount sufficient to satisfy any federal,
         state, or local withholding or other tax due from the Company with
         respect to any amount payable and/or shares issuable under the Plan,
         and the Company may defer such payment or issuance unless indemnified
         to its satisfaction. Whenever payments under the Plan are to be made in
         cash, such payments shall be made net of an amount sufficient to
         satisfy any federal, state, or local withholding tax liability.

      b) Amounts to which the Company is entitled upon exercise pursuant to
         Articles V and VI herein may, at the election of the Optionee and with
         the approval of the Committee, either:

         i)   be paid in cash;

         ii)  be withheld from the Optionee's salary or other compensation
              payable by the Company;

         iii) be withheld in the form of some of the Shares pursuant to Article
              VII ss.6(c) herein; or

         iv)  paid in such other manner as the Committee may find acceptable.

      c) Subject to the consent of the Committee, with respect to (i) the
         exercise of an NSO (herein, "Exercise"), or (ii) the issuance of any
         other stock Award under the Plan (herein, "Issuance"), an


                                       15 of 18

<PAGE>

                  FIRST COMMUNITY BANK CORPORATION OF AMERICA
                        LONG-TERM INCENTIVE PLAN (cont.)

         Optionee may make an irrevocable election (herein, "Election") to:

         i)   have shares of Common Stock otherwise issuable under an Exercise
              withheld, or

         ii)  tender back to the Company shares of Common Stock received
              pursuant to an Exercise or Issuance, or

         iii) deliver back to the Company pursuant to an Exercise or Issuance
              previously acquired shares of Common Stock having a Fair Market
              Value sufficient to satisfy all or part of the Participant's
              estimated tax obligations associated with the transaction. Such
              Election must be made by an Optionee prior to the date on which
              the relevant tax obligation arises.

      d) The Committee may:

         i)   disapprove of any Election pursuant to Article VII ss.6(b) and (c)
              herein;

         ii)  suspend or terminate the right to make Elections;

         iii) provide with respect to any Award under this Plan that the right
              to make Elections shall not apply to such Awards; or

         iv)  take any such other action as it deems necessary and appropriate
              with regard to such Elections.

Section 7. Effective Date of Plan. The Plan shall become effective on the date
      that it is adopted by the Board of Directors. Notwithstanding the
      preceding sentence, if the Plan is not approved by vote of the Company's
      shareholders by the second anniversary of this effective date, it shall
      terminate and all Options granted hereunder shall be void. No Option
      granted under the Plan may be exercised until the Plan has been approved
      by the Company's shareholders.

Section 8. Compliance with Securities Laws. Options granted and any Shares
      issued by Company upon the exercise of an Option shall be granted and
      issued only in full compliance with all applicable securities laws
      including, but not limited to, the Securities Act of 1933, as amended, and
      the general rules and regulations promulgated thereunder by the Securities
      and Exchange Commission and applicable state blue sky laws. In connection
      with such compliance, the Committee may impose such conditions on transfer
      of the shares of the Shares subject to an Option and other restrictions,
      conditions, and limitations as it may deem necessary and appropriate.

Section 9. Change in Control.

      a) In the event of a pending or threatened change in control of Company
         (herein, "Change-in-Control"), the Board of Directors of Company may,
         in its sole discretion, take any one or more of the following actions
         with respect to all Optionees (other than with respect to
         Named-Executive-Officers):

         i)   accelerate the exercise dates of any outstanding Options;

         ii)  make all outstanding Options fully vested and exercisable;

         iii) pay cash to any or all Option holders in exchange for the
              cancellation of their outstanding Options; and iv) make any other
              adjustments or amendments to the Plan and outstanding Options.

      b) With respect to any Named-Executive-Officer, any such action shall be
         effective only if it is approved by the Committee as described in
         Article IVss.1(b) herein.

      c) For purposes of the Plan, "Change-in-Control" shall be deemed to have
         occurred if:

         i)   any "person" (as such term is used in Sections 13(d) and 14(d) of
              the Exchange Act, other than a trustee or other fiduciary holding
              securities under an employee benefit plan of the


                                       16 of 18

<PAGE>

                  FIRST COMMUNITY BANK CORPORATION OF AMERICA
                        LONG-TERM INCENTIVE PLAN (cont.)

              Company or a corporation owned directly or indirectly by the
              shareholders of the Company in substantially the same proportions
              as their ownership of stock of the Company, is or becomes the
              "beneficial owner" (as defined in Rule 13d-3 under the Exchange
              Act), directly or indirectly, of securities of the Company
              representing thirty percent (30%) or more of the total voting
              power represented by the Company's then outstanding voting
              securities;

         ii)  during any period of two (2) consecutive years, individuals who at
              the beginning of such period constitute the Board of Directors of
              the Company and any new director whose election by the Board of
              Directors or nomination for election by the Company's shareholders
              was approved by a vote of at least two-thirds (2/3) of the
              directors then still in office who either were directors at the
              beginning of the period or whose election or nomination for
              election was previously so approved, cease for any reason to
              constitute a majority thereof;

         iii) the shareholders of the Company approve a merger or consolidation
              of the Company with any other corporation, other than a merger or
              consolidation which would result in the voting securities of the
              Company outstanding immediately prior thereto continuing to
              represent (either by remaining outstanding or by being converted
              into voting securities of the surviving entity) at least eighty
              percent (80%) of the total voting power represented by the voting
              securities of the Company or such surviving entity outstanding
              immediately after such merger or consolidation;

         iv)  the shareholders of the Company approve a plan of complete
              liquidation of the Company; or

         v)   an agreement for the sale or disposition by the Company of (in one
              transaction or a series of transactions) all or substantially all
              the Company's assets.

Section 10. Indemnification of the Board. In addition to such other rights of
      indemnification as they may have as Directors, the members of the Board
      shall be indemnified by the Company against the reasonable expenses,
      including attorneys' fees actually and necessarily incurred in connection
      with the defense of any action, suit, or proceeding, or in connection with
      any appeal therein, to which they or any of them may be a party by reason
      of any action taken or failure to act under or in connection with the Plan
      or any option granted thereunder, and against all amounts paid by them in
      settlement thereof (provided such settlement is approved by independent
      legal counsel selected by the Company) or paid by them in satisfaction of
      a judgment in any such action, suit, or proceeding, except in relation to
      matters as to which it shall be adjudged in such action, suit, or
      proceeding that such Director is liable for negligence or misconduct in
      the performance of his duties; provided that within sixty (60) days after
      the institution of any such action, suit, or proceeding a Director shall
      in writing offer the Company the opportunity, at its own expense, to
      handle and defend the same.

Section 11. Priority. To the extent that any of the provisions of Sections 421
      and 422 of the Code are inconsistent with the provisions of the Plan and
      such inconsistency would cause the Plan not to be treated for Federal
      income tax purposes as an incentive stock option plan or any Option not
      qualify as an incentive stock option plan, then the provisions of the Plan
      and of the Options granted hereunder shall be deemed to be amended in a
      manner to comply with the provisions of Section 421 or 422 of the Code, as
      the case may be.

         IN WITNESS WHEREOF, the undersigned, being the duly elected and
authorized Secretary of the Company, hereby certifies that the amended Plan was
legally and validly approved by the Board of


                                       17 of 18

<PAGE>

                  FIRST COMMUNITY BANK CORPORATION OF AMERICA
                        LONG-TERM INCENTIVE PLAN (cont.)

Directors of the Company as of the 22nd day of January, 2001.

                                     First Community Bank Corporation of America

                                           /s/ G. Kristin Delano
                                     By:
                                           G. Kristin Delano, Secretary

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