FORM OF
                          INCENTIVE STOCK OPTION AWARD
                         PURSUANT TO THE ISLANDS BANCORP
                            2002 STOCK INCENTIVE PLAN

     THIS  AWARD is made as of the Grant Date by ISLANDS BANCORP (the "Company")
to _________________ (the "Optionee").

     Upon  and  subject  to  the  Terms  and  Conditions  attached  hereto  and
incorporated herein by reference, the Company hereby awards as of the Grant Date
to  Optionee  an  incentive  stock option (the "Option"), as described below, to
purchase the Option Shares.

     A.   Grant Date: ______________.

     B.   Type of Option: Incentive Stock Option.

     C.   Plan under which granted: Islands Bancorp 2002 Stock Incentive Plan.

     D.   Option Shares: All or any part of shares of the Company's no par value
          common  stock  (the "Common Stock"), subject to adjustment as provided
          in the attached Terms and Conditions.

     E.   Exercise Price: $_____ per share, subject to adjustment as provided in
          the  attached  Terms  and  Conditions.  The  Exercise Price is, in the
          judgment of the Committee, not less than 100% of the Fair Market Value
          of  a  share  of  Common Stock on the Grant Date or, in the case of an
          Over 10% Owner, not less than 110% of the Fair Market Value of a share
          of Common Stock on the Grant Date.

     F.   Option  Period:  The  Option  may  be exercised only during the Option
          Period  which  commences on the Grant Date and ends, generally, on the
          earliest of (a) the tenth (10th) anniversary of the Grant Date (unless
          the  Optionee  is  an  Over  10%  Owner, in which case the fifth (5th)
          anniversary  of  the  Grant  Date); (b) three (3) months following the
          date  the  Optionee ceases to be an employee of the Company (including
          any  Parent or Subsidiary) for any reason other than death, Disability
          or  termination  with  Cause;  (c) one (1) year following the date the
          Optionee ceases to be an employee of the Company (including any Parent
          or  Subsidiary)  due  to  death  or  Disability;  or  (d) the date the
          Optionee ceases to be an employee of the Company (including any Parent
          or  Subsidiary)  due  to  a termination with Cause; provided, however,
          that  the Option may be exercised as to no more than the vested Option
          Shares,  determined  pursuant to the Vesting Schedule. Note that other
          limitations  to  exercising  the  Option, as described in the attached
          Terms and Conditions, may apply.

     G.   Vesting  Schedule: The Option Shares shall become vested in accordance
          with Schedule 1 hereto.

     IN  WITNESS  WHEREOF,  the Company has executed and sealed this Award as of
the Grant Date set forth above.

                                         ISLANDS BANCORP

                                         By:
                                             -----------------------------------
                                         Title:
                                                --------------------------------


<PAGE>
                              TERMS AND CONDITIONS
                                     TO THE
                          INCENTIVE STOCK OPTION AWARD
                         PURSUANT TO THE ISLANDS BANCORP
                            2002 STOCK INCENTIVE PLAN


     1.     Exercise of Option.  Subject to the provisions provided herein or in
            ------------------
the Award made pursuant to the Islands Bancorp 2002 Stock Incentive Plan:

          (a)     the Option may be exercised with respect to all or any portion
     of  the  vested  Option  Shares at any time during the Option Period by the
     delivery  to  the Company, at its principal place of business, of a written
     notice  of exercise in substantially the form attached hereto as Exhibit 1,
     which  shall  be  actually  delivered to the Company no earlier than thirty
     (30)  days  and  no  later  than ten (10) days prior to the date upon which
     Optionee desires to exercise all or any portion of the Option; and

          (b)     payment to the Company of the Exercise Price multiplied by the
     number  of Option Shares being purchased (the "Purchase Price") as provided
     in Section 3.

          (c)     Notwithstanding  any other provision of this Agreement, in the
     event  that the capital of the Company falls below the minimum requirements
     determined  by  the  primary  federal  regulator  of  the  Company  (the
     "Regulator"),  the Regulator may direct the Company to require the Optionee
     to  exercise,  or otherwise forfeit, the Option in whole or in part. If the
     Regulator gives such direction, the Company will notify the Optionee within
     forty-five  (45)  days  from the date the Regulator notifies the Company in
     writing  that  the Optionee must exercise, or otherwise forfeit, the Option
     in  whole  or  in  part.  If  the  Optionee does not exercise the Option in
     accordance  with the Company's direction within twenty-one (21) days of the
     Company's  notification  to the Optionee, the Committee may provide for the
     cancellation of the Option.

Upon  acceptance  of  such notice and receipt of payment in full of the Purchase
Price  and,  if applicable, any withholding taxes, the Company shall cause to be
issued a certificate representing the Option Shares purchased.

     2.     Withholding.  To  the  extent  the  Option  is  deemed  to  be  a
            -----------
Non-Qualified  Stock  Option  in accordance with Section 18 hereof, the Optionee
must  satisfy his federal, state and local, if any, withholding taxes imposed by
reason  of  the  exercise of the Option either by paying to the Company the full
amount  of  the  withholding obligation (i) in cash; (ii) by tendering shares of
Common  Stock  which have been owned by the Optionee for at least six (6) months
prior  to  the  date  of  exercise having a Fair Market Value (as defined in the
Plan) equal to the withholding obligation; (iii) by electing, irrevocably and in
writing  in substantially the form of Exhibit 2 (the "Withholding Election"), to
have the smallest number of whole shares of Common Stock withheld by the Company
which,  when multiplied by the Fair Market Value (as defined in the Plan) of the
Common  Stock  as  of the date the Option is exercised, is sufficient to satisfy
the  amount  of  minimum  required  withholding  tax obligations; or (iv) by any
combination  of the above.  Optionee may make a Withholding Election only if the
following conditions are met:


                                        2
<PAGE>
          (a)     the  Withholding  Election  is made on or prior to the date on
     which  the  amount  of  tax required to be withheld is determined (the "Tax
     Date")  by  executing  and  delivering  to the Company a properly completed
     Notice  of Withholding in substantially the form attached hereto as Exhibit
     2; and

          (b)     any  Withholding  Election  will  be irrevocable; however, the
     Committee  (as defined in the Plan) may, in its sole discretion, disapprove
     and give no effect to the Withholding Election.

     3.     Purchase Price.  Payment of the Purchase Price for all Option Shares
            --------------
purchased  pursuant  to  the  exercise  of  an  Option  shall be made in cash or
certified  check  or,  if  and  when the Common Stock becomes traded by brokers,
whether  on  a  national  securities  exchange  or  otherwise, by receipt of the
Purchase  Price  in cash from a broker, dealer or other "creditor" as defined by
Regulation  T  issued  by  the  Board of Governors of the Federal Reserve System
following  delivery  by  the Optionee to the Committee of instructions in a form
acceptable  to  the Committee regarding delivery to such broker, dealer or other
creditor  of  that  number  of Option Shares with respect to which the Option is
exercised.

     4.     Rights  as Shareholder.  Until the stock certificates reflecting the
            ----------------------
Option Shares accruing to the Optionee upon exercise of the Option are issued to
the Optionee, the Optionee shall have no rights as a shareholder with respect to
such  Option  Shares.  The Company shall make no adjustment for any dividends or
distribu-tions or other rights on or with respect to Option Shares for which the
record  date  is  prior to the issuance of that stock certificate, except as the
Plan or the attached Award otherwise provides.

     5.     Restriction  on Transfer of Option and of Option Shares.  The Option
            -------------------------------------------------------
evidenced  hereby  is  nontransferable other than by will or the laws of descent
and  distribution  and  shall be exercisable during the lifetime of the Optionee
only  by  the  Optionee  (or  in  the  event  of his Disability, by his personal
representative)  and after his death, only by his legatee or the executor of his
estate.

     6.     Changes in Capitalization.
            -------------------------

          (a)     If  the number of shares of Common Stock shall be increased or
     decreased  by  reason  of  a subdivision or combination of shares of Common
     Stock,  the  payment  of  a stock dividend in shares of Common Stock or any
     other  increase  or  decrease  in  the  number  of  shares  of Common Stock
     outstanding  effected  without  receipt of consideration by the Company, an
     appropriate  adjustment  shall  be  made  by  the  Committee,  in  a manner
     determined  in its sole discretion, in the number and kind of Option Shares
     and in the Exercise Price.

          (b)     If  the  Company  shall  be  the  surviving corporation in any
     merger, consolidation, reorganization, extraordinary dividend, spin-off, or
     other  change  in capital structure of the Company or its Common Stock, the
     Optionee  shall  be entitled to purchase the number and class of securities
     to  which  a  holder of the number of shares of Common Stock subject to the
     Option  at  the time of the transaction would have been entitled to receive
     as  a  result  of  such  transaction, and a corresponding adjustment, where
     appropriate,  shall be made in the Exercise Price. In the event of a Change
     in  Control or other corporate transaction pursuant to which the Company is
     not the surviving entity, the Committee may provide for the


                                        3
<PAGE>
     assumption  of  the Option by the surviving entity or the substitution of a
     new  option,  adjusted  in  a  manner  similar  to that contemplated by the
     immediately  preceding  sentence; however, if the surviving entity does not
     agree  to  the  assumption or substitution of the Option, the Committee may
     elect to terminate the Option Period as of the effective date of the Change
     in  Control  in  consideration of the payment to the Optionee of the sum of
     the  difference  between the then Fair Market Value of the Common Stock and
     the  Exercise  Price  for  each  vested  Option  Share  which  has not been
     exercised  as of the effective date of the Change in Control. A dissolution
     or liquidation of the Company shall cause the Option to terminate as to any
     portion  thereof  not exercised as of the effective date of the dissolution
     or liquidation.

          (c)     The  existence  of the Plan and the Option granted pursuant to
     this  Agreement  shall  not  affect  in  any  way the right or power of the
     Company  to  make  or  authorize  any  adjustment,  reclassification,
     reorganization  or  other  change in its capital or business structure, any
     merger  or  consolidation  of  the  Company,  any  issue  of debt or equity
     securities  having  preferences or priorities as to the Common Stock or the
     rights  thereof, the dissolution or liquidation of the Company, any sale or
     transfer  of  all  or  any  part  of  its  business or assets, or any other
     corporate  act  or  proceeding. Any adjustment pursuant to this Section may
     provide, in the Committee's discretion, for the elimination without payment
     therefor  of  any  fractional shares that might otherwise become subject to
     any Option.

     7.     Special Limitation on Exercise.  No purported exercise of the Option
            ------------------------------
shall  be effective without the approval of the Committee, which may be withheld
to  the  extent  that  the  exercise,  either  individually  or in the aggregate
together  with  the  exercise of other previously exercised stock options and/or
offers  and  sales pursuant to any prior or contemplated offering of securities,
would, in the sole and absolute judgment of the Committee, require the filing of
a  registration  statement  with  the  United  States  Securities  and  Exchange
Commission  or  with  the securities commission of any state.  If a registration
statement  is  not  in effect under the Securities Act of 1933 or any applicable
state  securities  law  with  respect  to  shares of Common Stock purchasable or
otherwise  deliverable  under  the Option, the Optionee (a) shall deliver to the
Company,  prior  to the exercise of the Option or as a condition to the delivery
of  Common  Stock  pursuant  to  the  exercise  of  an Option, such information,
representations  and  warranties  as the Company may reasonably request in order
for  the  Company  to be able to satisfy itself that the Option Shares are being
acquired  in  accordance  with  the  terms  of  an applicable exemption from the
securities  registration requirements of applicable federal and state securities
laws and (b) shall agree that the shares of Common Stock so acquired will not be
disposed  of  except pursuant to an effective registration statement, unless the
Company  shall  have  received  an  opinion  of counsel that such disposition is
exempt from such requirement under the Securities Act of 1933 and any applicable
state securities law.

     8.     Legend  on  Stock  Certificates.  Certificates evidencing the Option
            -------------------------------
Shares, to the extent appropriate at the time, shall have noted conspicuously on
the  certificates  a  legend  intended  to  give  all persons full notice of the
existence  of  the  conditions,  restrictions,  rights and obligations set forth
herein and in the Plan.

     9.     Governing  Laws.  This  Award  and the Terms and Conditions shall be
            ---------------
construed, administered and enforced according to the laws of the State of South
Carolina.


                                        4
<PAGE>
     10.     Successors.  This  Award  and  the  Terms  and  Conditions shall be
             ----------
binding  upon  and  inure  to  the  benefit of the heirs, legal representatives,
successors and permitted assigns of the Optionee and the Company.

     11.     Notice.  Except  as  otherwise  specified  herein,  all notices and
             ------
other communications under this Award shall be in writing and shall be deemed to
have  been  given  if personally delivered or if sent by registered or certified
United  States mail, return receipt requested, postage prepaid, addressed to the
proposed  recipient  at  the last known address of the recipient.  Any party may
designate  any  other address to which notices shall be sent by giving notice of
the address to the other parties in the same manner as provided herein.

     12.     Severability.  In  the event that any one or more of the provisions
             ------------
or  portion  thereof contained in the Award and these Terms and Conditions shall
for  any  reason be held to be invalid, illegal or unenforceable in any respect,
the  same  shall  not invalidate or otherwise affect any other provisions of the
Award  and  these  Terms  and  Conditions,  and  the  Award  and these Terms and
Conditions  shall  be  construed  as  if  the  invalid, illegal or unenforceable
provision or portion thereof had never been contained herein.

     13.     Entire Agreement.  Subject to the terms and conditions of the Plan,
             ----------------
the  Award  and the Terms and Conditions express the entire understanding of the
parties with respect to the Option.

     14.     Violation.  Any  transfer,  pledge,  sale,  assignment,  or
             ---------
hypothecation  of  the Option or any portion thereof shall be a violation of the
terms  of  the Award or these Terms and Conditions and shall be void and without
effect.

     15.     Headings  and  Capitalized Terms.  Section headings used herein are
             --------------------------------
for  convenience of reference only and shall not be considered in construing the
Award  or  these Terms and Conditions.  Capitalized terms used, but not defined,
in  either  the  Award  or  the  Terms and Conditions shall be given the meaning
ascribed to them in the Plan.

     16.     Specific  Performance.  In  the  event  of any actual or threatened
             ---------------------
default  in,  or  breach  of, any of the terms, conditions and provisions of the
Award  and  these  Terms  and  Conditions,  the party or parties who are thereby
aggrieved  shall  have  the  right  to  specific  performance  and injunction in
addition  to  any and all other rights and remedies at law or in equity, and all
such rights and remedies shall be cumulative.

     17.     No  Right to Continued Retention.  Neither the establishment of the
             --------------------------------
Plan  nor  the award of Option Shares hereunder shall be construed as giving the
Optionee the right to continued employment with the Company or any affiliate.

     18.     Qualified  Status of Option.  In accordance with Section 2.4 of the
             ---------------------------
Plan,  the  aggregate  Fair Market Value (determined as of the date an Incentive
Stock  Option  is granted) of the Option Shares which become exercisable for the
first  time by an individual during any calendar year shall not exceed $100,000.
If  the  foregoing  limitation  is  exceeded  with respect to any portion of the
Option  Shares,  that portion of the Option Shares which cause the limitation to
be exceeded shall be treated as a Non-Qualified Stock Option.


                                        5
<PAGE>
     19.     Definition  of Cause. As used in this Award, "Cause" means Cause as
             --------------------
defined  in  any Employment Agreement between the Optionee and the Company or an
Affiliate,  or if none, conduct amounting to (a) fraud or dishonesty against the
Company  or Affiliate(s); (b) Optionee's willful misconduct, repeated refusal to
follow  the reasonable directions of the Board of Directors of the Company or an
Affiliate or knowing violation of law in the course of performance of the duties
of  Optionee's  service  with the Company or Affiliate(s); (c) repeated absences
from work without a reasonable excuse; (d) repeated intoxication with alcohol or
drugs  while  on the Company's or Affiliate(s)' premises during regular business
hours;  (e)  a  conviction or plea of guilty or nolo contendere to a felony or a
crime  involving  dishonesty;  or  (f) a breach or violation of the terms of any
agreement to which Optionee and the Company or Affiliate(s) are party.


                                        6
<PAGE>
                                    EXHIBIT 1
                                    ---------

                              NOTICE OF EXERCISE OF
                            STOCK OPTION TO PURCHASE
                                 COMMON STOCK OF
                                 ISLANDS BANCORP


                                      Name
                                           ---------------------------------
                                      Address
                                              ------------------------------

                                      --------------------------------------
                                      Date
                                           ---------------------------------


Islands Bancorp
2348 Boundary Street
Beaufort, S.C. 29902
Attn: President


Re:  Exercise of Incentive Stock Option


Gentlemen:

     Subject  to  acceptance  hereof  by  Islands  Bancorp  (the  "Company") and
pursuant to the provisions of the Islands Bancorp 2002 Stock Incentive Plan (the
"Plan"),  I  hereby give notice of my election to exercise options granted to me
to  purchase  ______________  shares  of  Common  Stock of the Company under the
Incentive  Stock  Option  Award  (the  "Award")  dated  as  of ____________. The
purchase  shall  take  place  as  of  __________,  200__  (the "Exercise Date").

     On or before the Exercise Date, I will pay the applicable purchase price as
follows:


          [ ]  by  delivery  of  cash  or a certified check for $___________ for
               the  full purchase price payable to the order of Islands Bancorp.

          [ ]  by  delivery  of the purchase price by _________________________,
               a  broker,  dealer or other "creditor" as defined by Regulation T
               issued by the Board of Governors of the Federal Reserve System. I
               hereby authorize the Company to issue a stock certificate for the
               number  of  shares  indicated  above  in the name of said broker,
               dealer  or other creditor or its nominee pursuant to instructions
               received  by  the  Company  and to deliver said stock certificate
               directly  to  that  broker,  dealer or other creditor (or to such
               other party specified in the instructions received by the Company
               from  the  broker,  dealer or other creditor) upon receipt of the
               purchase  price.


                            Exhibit 1 - Page 1 of 3
<PAGE>
     The  required federal, state, and local income tax withholding obligations,
if  any,  on  the  exercise of the Award shall be paid on or before the Exercise
Date in cash or with previously owned shares of Common Stock, as provided in the
Award, or in the manner provided in the Withholding Election previously tendered
or  to  be  tendered  to  the  Company  no  later  then  the  Exercise  Date.

     As  soon  as the stock certificate is registered in my name, please deliver
it  to  me  at  the  above  address.

     If  the  Common  Stock being acquired is not registered for issuance to and
resale  by  the Optionee pursuant to an effective registration statement on Form
S-8  (or successor form) filed under the Securities Act of 1933, as amended (the
"1933  Act"),  I hereby represent, warrant, covenant, and agree with the Company
as  follows:

     The shares of the Common Stock being acquired by me will be acquired for my
     own  account without the participation of any other person, with the intent
     of  holding  the  Common  Stock  for  investment  and without the intent of
     participating,  directly  or  indirectly,  in  a distribution of the Common
     Stock  and  not  with  a  view  to,  or  for resale in connection with, any
     distribution  of  the  Common Stock, nor am I aware of the existence of any
     distribution  of  the  Common  Stock;

     I  am not acquiring the Common Stock based upon any representation, oral or
     written, by any person with respect to the future value of, or income from,
     the Common Stock but rather upon an independent examination and judgment as
     to  the  prospects  of  the  Company;

     The  Common  Stock  was not offered to me by means of publicly disseminated
     advertisements  or  sales  literature, nor am I aware of any offers made to
     other  persons  by  such  means;

     I am able to bear the economic risks of the investment in the Common Stock,
     including  the  risk  of  a  complete  loss  of  my  investment  therein;

     I  understand and agree that the Common Stock will be issued and sold to me
     without  registration  under  any state law relating to the registration of
     securities  for  sale,  and  will  be  issued  and  sold in reliance on the
     exemptions  from registration under the 1933 Act, provided by Sections 3(b)
     and/or  4(2)  thereof and the rules and regulations promulgated thereunder;

     The  Common  Stock  cannot  be  offered for sale, sold or transferred by me
     other than pursuant to: (A) an effective registration under the 1933 Act or
     in  a  transaction  otherwise  in  compliance  with  the  1933 Act; and (B)
     evidence  satisfactory  to  the  Company  of compliance with the applicable
     securities  laws  of  other jurisdictions. The Company shall be entitled to
     rely  upon  an  opinion  of  counsel  satisfactory  to  it  with respect to
     compliance  with  the  above  laws;

     The  Company will be under no obligation to register the Common Stock or to
     comply  with  any  exemption available for sale of the Common Stock without
     registration  or  filing,  and  the  information or conditions necessary to
     permit  routine sales of securities of the Company under Rule 144 under the
     1933  Act  are not now available and no assurance has been given that it or
     they  will  become  available. The Company is under no obligation to act in
     any  manner  so  as  to  make Rule 144 available with respect to the Common
     Stock;


                            Exhibit 1 - Page 2 of 3
<PAGE>
     I  have  and  have had complete access to and the opportunity to review and
     make  copies  of  all  material  documents  related  to the business of the
     Company,  including,  but  not limited to, contracts, financial statements,
     tax  returns,  leases,  deeds  and other books and records. I have examined
     such  of  these documents as I wished and am familiar with the business and
     affairs  of the Company. I realize that the purchase of the Common Stock is
     a  speculative  investment  and  that  any  possible  profit  therefrom  is
     uncertain;

     I have had the opportunity to ask questions of and receive answers from the
     Company  and  any  person  acting  on its behalf and to obtain all material
     information  reasonably  available  with  respect  to  the  Company and its
     affairs.  I  have  received  all  information  and data with respect to the
     Company  which  I  have  requested  and  which  I  have  deemed relevant in
     connection  with the evaluation of the merits and risks of my investment in
     the  Company;

     I have such knowledge and experience in financial and business matters that
     I  am  capable  of  evaluating  the merits and risks of the purchase of the
     Common  Stock  hereunder  and  I  am able to bear the economic risk of such
     purchase;  and

     The agreements, representations, warranties and covenants made by me herein
     extend  to and apply to all of the Common Stock of the Company issued to me
     pursuant  to  this  Award. Acceptance by me of the certificate representing
     such  Common  Stock  shall  constitute  a  confirmation by me that all such
     agreements, representa-tions, warranties and covenants made herein shall be
     true  and  correct  at  that  time.

     I  understand that the certificates representing the shares being purchased
     by  me  in accordance with this notice shall bear a legend referring to the
     foregoing  covenants,  representations  and  warranties and restrictions on
     transfer,  and  I  agree  that a legend to that effect may be placed on any
     certificate  which may be issued to me as a substitute for the certificates
     being  acquired  by me in accordance with this notice. I further understand
     that  capitalized  terms used in this Notice of Exercise without definition
     shall  have  the  meanings  given  to  them  in  the  Plan.

                                             Very truly yours,

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

AGREED TO AND ACCEPTED:

ISLANDS BANCORP


By:
   --------------------------------
Title:
      -----------------------------
Number of Shares
Exercised:
          -------------------------

Number of Shares
Remaining:                                Date:
          -------------------------            ------------------------------


                            Exhibit 1 - Page 3 of 3
<PAGE>
                                    EXHIBIT 2
                                    ---------

                         NOTICE OF WITHHOLDING ELECTION
                                 ISLANDS BANCORP
                            2002 STOCK INCENTIVE PLAN


TO:      Islands Bancorp

FROM:
         ------------------------------------

RE:      Withholding Election


This  election  relates  to the Option identified in Paragraph 3 below. I hereby
certify  that:

(1)  My correct name and social security number and my current address are set
     forth at the end of this document.

(2)  I am (check one, whichever is applicable).

     [ ]  the original recipient of the Option.

     [ ]  the legal representative of the estate of the original recipient of
          the Option.

     [ ]  a legatee of the original recipient of the Option.

     [ ]  the legal guardian of the original recipient of the Option.

(3)  The  Option  to  which  this  election relates was issued under the Islands
     Bancorp  2002  Stock  Incentive  Plan  (the  "Plan")  in  the  name  of
     _________________________  for  the  purchase of a total of _______________
     shares  of  Common  Stock  of  the  Company.  This  election  relates  to
     _______________  shares  of  Common  Stock  issuable  upon  exercise of the
     Option,  provided  that the numbers set forth above shall be deemed changed
     as  appropriate  to  reflect  the  applicable  Plan  provisions.

(4)  In  connection  with  any exercise of the Option with respect to the Common
     Stock,  I  hereby  elect:

     [ ]  to  have  certain  of the shares otherwise issuable pursuant to the
          exercise  withheld  by the Company for the purpose of having the value
          of  the shares applied to pay federal, state, and local, if any, taxes
          arising  from  the  exercise.

     [ ]  to tender shares held by me for a period of at least six (6) months
          prior  to  the  exercise  of  the Option for the purpose of having the
          value  of  the  shares  applied  to  pay  such  taxes.


                             Exhibit 2- Page 1 of 2
<PAGE>
     The shares to be withheld or tendered, as applicable, shall have, as of the
     Tax  Date  applicable  to  the  exercise,  a Fair Market Value equal to the
     minimum  statutory  tax  withholding  requirement under federal, state, and
     local  law  in  connection  with  the  exercise.

(5)  This  Withholding  Election  is  made  no  later  than  the Tax Date and is
     otherwise  timely  made  pursuant  to  the  Plan.

(6)  I  understand that this Withholding Election may not be revised, amended or
     revoked  by  me.

(7)  The  Plan  has  been  made  available to me by the Company. I have read and
     understand  the  Plan  and  I  have  no  reason  to believe that any of the
     conditions  to  the  making of this Withholding Election have not been met.

(8)  Capitalized  terms  used  in  this  Notice  of Withholding Election without
     definition  shall  have  the  meanings  given  to  them  in  the  Plan.


Dated:
      ------------------------         -----------------------------------------
                                       Signature

------------------------------         -----------------------------------------
Social Security Number                 Name (Printed)

                                       -----------------------------------------
                                       Street Address

                                       -----------------------------------------
                                       City, State, Zip Code


                             Exhibit 2- Page 2 of 2
<PAGE>
                                   SCHEDULE 1
                                VESTING SCHEDULE
                          INCENTIVE STOCK OPTION AWARD
                             ISSUED PURSUANT TO THE
                                 ISLANDS BANCORP
                            2002 STOCK INCENTIVE PLAN



A.   The Option Shares shall become vested Option Shares following completion of
     the  years  of  service  as  an  employee  of  the Company or any Parent or
     Subsidiary  as  indicated  in  the  schedule  below.

<TABLE>
<CAPTION>
                    Percentage of Option Shares   Years of Service
                    Which are Vested Shares       after the Grant Date
                    ----------------------------  --------------------
<S>                                               <C>
</TABLE>

B.   Notwithstanding  Part  A,  in  the event of a Change in Control, the Option
     will  be  fully vested as of a date determined by the Committee which is no
     less  than  ten  (10)  days  prior  to  the effective date of the Change in
     Control.

C.   For  purposes  of the Vesting Schedule, Optionee shall be granted a year of
     service  for  each twelve-consecutive-month period following the Grant Date
     and  during  which  Optionee continues, at all times, as an employee of the
     Company  or  any  Parent  or  Subsidiary.


                            Schedule 1 - Page 1 of 1