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                                                                    EXHIBIT 10.2

                         COAST FINANCIAL HOLDINGS, INC.

                             2003 STOCK OPTION PLAN

                    (AS AMENDED AND RESTATED AUGUST 19, 2003)

                                    ARTICLE I

                                    THE PLAN

         1.1      ESTABLISHMENT OF THE PLAN. Coast Financial Holdings, Inc., a
Florida corporation (the "Corporation"), hereby establishes the "Coast Financial
Holdings, Inc. 2003 Stock Option Plan" (hereinafter referred to as the "Plan").
The Plan permits the grant of incentives in the form of Nonqualified Stock
Options, Incentive Stock Options, and any combination thereof. Unless otherwise
defined, all capitalized terms have the meaning ascribed to them in Article II.

         1.2      PURPOSE. The purpose of the Plan is to advance the interests
of the Corporation and its stockholders by offering officers, employees, and
directors incentives that will promote the identification of their personal
interests with the long-term financial success of the Corporation and with
growth in shareholder value. The Plan is designed to strengthen the
Corporation's ability to recruit, attract, and retain, highly qualified managers
and staff, and qualified and knowledgeable independent directors capable of
furthering the future success of the Corporation by encouraging the ownership of
Shares (as defined below) by such employees and directors and to strengthen the
mutuality of interest between employees and directors, on one hand, and the
Corporation's stockholders, on the other hand. The equity investments granted
under the Plan are expected to provide employees with an incentive for
productivity and to provide both employees and directors with an opportunity to
share in the growth and value of the Corporation.

                                   ARTICLE II
                                   DEFINITIONS

         As used in this Plan, unless the context otherwise requires, the
following capitalized terms are defined as follows:

         2.1      "Award" shall mean any award under this Plan of any Stock
Option. Each separate grant of a Stock Option, and each group of Stock Options,
which mature on a separate date is treated as a separate Award.

         2.2      "Board" or "Board of Directors" means the Board of Directors
of the Corporation, as constituted from time to time.

         2.3      "Cause" means a determination by the Board of Directors that a
Participant has: (a) engaged in any type of disloyalty to the Corporation,
including without limitation fraud, embezzlement, theft, or dishonesty in the
course of his or her employment or service, or has otherwise breached a duty
owed to the Corporation, (b) been convicted of a misdemeanor involving moral
turpitude or a felony, (c) pled nolo contendere to a felony, (d) disclosed trade
secrets, customer lists, or confidential information of the Corporation to
unauthorized parties, except as may be required by law, or (e) materially
breached any material agreement with the Corporation, unless such agreement was
materially breached first by the Corporation.

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         2.4     "Change of Control" shall have the meaning set forth in Section
7.2 of this Plan.

         2.5     "Code" means the Internal Revenue Code of 1986, as amended, and
the rules and regulations thereunder. Reference to any provision of the Code or
rule or regulation thereunder shall be deemed to include any amended or
successor provision, rule, or regulation.

         2.6     "Committee" means the committee appointed by the Board in
accordance with Section 3.1 of the Plan, if one is appointed, to administer this
Plan. If no such committee has been appointed, the term Committee shall refer to
the Board of Directors.

         2.7     "Common Stock" or "Shares" means the shares of common stock,
$5.00 par value per share, of the Corporation.

         2.8     "Corporation" shall mean Coast Financial Holdings, Inc. or any
successor thereto as provided in Section 11.8 hereto.

         2.9     "Date of Exercise" means the date on which the Corporation
receives notice of the exercise of a Stock Option in accordance with the terms
of Section 6.8 of this Plan.

         2.10    "Date of Grant" or "Award Date" shall be the date on which an
Award is made by the Committee under this Plan. Such date shall be the date
designated in a resolution adopted by the Committee pursuant to which the Award
is made; provided, however, that such date shall not be earlier than the date of
such resolution and action thereon by the Committee. In the absence of a date of
grant or award being specifically set forth in the Committee's resolution, or a
fixed method of computing such date, then the Date of Grant or Award Date shall
be the date of the Committee's resolution and action.

         2.11    "Director" means any person who is a member of the Board of
Directors.

         2.12    "Employee" means any person who is an officer or full-time
employee of the Corporation and who receives from it regular compensation (other
than pension, retirement allowance, retainer, or fee under contract). An
Employee does not include independent contractors or temporary employees.

         2.13    "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.

         2.14    "Exercise Period" means the period during which a Stock Option
may be exercised.

         2.15    "Exercise Price" means the price for Shares at which a Stock
Option may be exercised.

         2.16    "Fair Market Value" of a share of Common Stock on a particular
date shall be the closing price for a share of Common Stock as quoted on the
National Association of Securities Dealers Automated Quotation System National
Market ("Nasdaq-NMS"), or any other national securities exchange on which the
Common Stock is listed (as reported by the Wall Street Journal or, if not
reported thereby, any other authoritative source selected by the Committee), or
if there is no trading on that date, on the next preceding date on which there
were reported share prices. If the Common Stock is quoted on any other
inter-dealer quotation system (but not quoted by Nasdaq-NMS or any national
securities exchange), then the Fair Market Value per Common Stock on a
particular date shall be the mean of the bid and asked prices for a share of
Common Stock as reported in the Wall Street Journal or, if not reported thereby,
any other authoritative source selected by the Committee. If the Common Stock is
not quoted by the Nasdaq-NMS or any other inter-dealer quotation system, and are
not listed on any national

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securities exchange, then the "Fair Market Value" of a share of Common Stock
shall be determined by the Committee pursuant to any reasonable method adopted
by it in good faith for such purpose. In the case of an Incentive Stock Option,
if the foregoing method of determining the fair market value is inconsistent
with Section 422 of the Code, "Fair Market Value" shall be determined by the
Committee in a manner consistent with the Code and shall mean the value as so
determined.

         2.17    "Incentive Stock Option" or "ISO" means any Stock Option
awarded under this Plan intended to be and designated as an incentive stock
option within the meaning of Section 422 of the Code.

         2.18    "Non-Employee Director" shall have the meaning as set forth in,
and interpreted under, Rule 16b-3(b)(3) promulgated by the SEC under the
Exchange Act, or any successor definition adopted by the SEC.

         2.19    "Nonqualified Stock Option" means any Stock Option awarded
under this Plan which is not an Incentive Stock Option.

         2.20    "Participant" means each Employee or Director to whom an Award
has been granted under this Plan.

         2.21    "Person" shall mean an individual, partnership, corporation,
limited liability company or partnership, trust, joint venture, unincorporated
association, or other entity or association.

         2.22    "Plan" means this Coast Financial Holdings, Inc. 2003 Stock
Option Plan as defined in Section 1.1 hereof.

         2.23    "SEC" means the Securities and Exchange Commission.

         2.24    "Securities Act" means the Securities Act of 1933, as amended
from time to time.

         2.25    "Stock Option" means any Incentive Stock Option or Nonqualified
Stock Option to purchase Common Stock that is awarded under this Plan.

         2.26    "Stock Option Agreement" means the written agreement between
the Corporation and a Participant implementing the grant of, and evidencing and
reflecting the terms of, an Award.

         2.27    "Subsidiary" or "Subsidiaries" means any corporation or
corporations other than the Corporation organized under the laws of the United
States or any other jurisdiction that the Board of Directors designates, in an
unbroken chain of corporations beginning with the Corporation if each
corporation other than the last corporation in the unbroken chain owns more than
50% of the total combined voting power of all classes of stock in one of the
other corporation in such chain.

                                   ARTICLE III
                           ADMINISTRATION OF THE PLAN

         3.1    THE COMMITTEE. This Plan shall be administered by the Committee,
subject to such terms and conditions as the Board may prescribe from time to
time. Pursuant to applicable provisions of the Corporation's Articles of
Incorporation, as amended, and Bylaws, the Committee, which shall be appointed
by the Board, shall consist of no fewer than three (3) members of the Board.
Members of the Committee shall serve for such period of time as the Board may
determine. From time to time the Board may increase the size of the Committee
and appoint additional members, remove members (with or

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without cause), and appoint new members, fill vacancies however caused, and
remove all members and thereafter directly administer the Plan.

         3.2     DUTIES AND POWERS OF THE COMMITTEE. Subject to the express
provisions of this Plan, the Committee shall have all the power and authority
to, and shall be authorized to take any and all actions required, necessary, or
desirable to administer the Plan. In addition to any other powers, subject to
the provisions of the Plan, the Committee shall have the following powers:

                  (a) subject to Section 3.3 of this Plan, to select the
Employees and Directors to whom Awards may from time to time be granted pursuant
to this Plan;

                  (b) to determine all questions as to eligibility;

                  (c) to determine the number of shares of Common Stock to be
covered by each Award granted under this Plan;

                  (d) subject to the limitations set forth in Section 4.1 of
this Plan, to determine whether and to what extent Incentive Stock Options,
Nonqualified Stock Options, or any combination thereof, are to be granted or
awarded hereunder;

                  (e) to determine the terms and conditions (to the extent not
inconsistent with this Plan) of any Award granted hereunder, all provisions of
each Stock Option Agreement, which provisions need not be identical (including,
but not limited to, the Exercise Price, the Exercise Period, any restriction or
limitation, or any vesting schedule or acceleration thereof, regarding any Stock
Option and the Common Stock relating thereto, based on such factors as the
Committee shall determine, in its sole discretion);

                  (f) to determine whether, and to what extent, and under what
circumstances grants of Stock Options under this Plan are to operate on a tandem
basis and/or in conjunction with or apart from other cash awards made by the
Corporation outside of this Plan;

                  (g) to determine whether, and to what extent, and under what
circumstances shares of Common Stock under this Plan shall be deferred either
automatically or at the election of the Participant;

                  (h) to prescribe, amend, waive, or rescind rules or
regulations relating to the Plan's administration;

                  (i) to accelerate the vesting or Date of Exercise of any Stock
Option, or to waive compliance by a holder of an Award of any obligation to be
performed by such holder or the terms and conditions of an Award;

                  (j) to construe and interpret the provisions of the Plan or
any Stock Option Agreement;

                  (k) to amend the terms of previously granted Awards so long as
the terms as amended are consistent with the terms of the Plan and provided that
the consent of the Participant is obtained with respect to any amendment that
would be detrimental to the Participant;

                  (l) require, whether or not provided for in the pertinent
Stock Option Agreement, of any person exercising a Stock Option, at the time of
such exercise or receipt, the making of any representations or agreements that
the Board of Directors or Committee may deem necessary or advisable in order to
comply with the securities laws of the United States or of any applicable
jurisdiction;

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                  (m) to delegate to an appropriate officer of the Corporation
the authority to select Employees for Awards and to recommend to the Committee
the components of the Award to each, including vesting requirements, subject in
each case to final approval by the Committee of the selection of the Employee
and the Award;

                  (n) to authorize any person to execute on behalf of the
Corporation any instrument required to effectuate an Award or to take such other
actions as may be necessary or appropriate with respect to the Corporation's
rights pursuant to Awards or agreements relating to the Awards or the exercise
thereof; and

                  (o) to make all other determinations and take all other
actions necessary or advisable for the administration of the Plan.

         3.3      AWARDS TO MEMBERS OF THE COMMITTEE. Each Award granted to a
Director or members of the Committee shall be approved by the entire Board of
Directors (rather than just a committee thereof) and shall be evidenced by
minutes of a meeting or the written consent of the Board of Directors and a
Stock Option Agreement.

         3.4      DECISIONS FINAL AND BINDING. All decisions, determinations,
and actions taken by the Committee, and the interpretation and construction of
any provision of the Plan or any Stock Option Agreement by the Committee shall
be final, conclusive, and binding, unless otherwise determined by the Board.

         3.5      LIMITATION ON LIABILITY. Notwithstanding anything herein to
the contrary, except as otherwise provided under applicable Florida law, no
member of the Board of Directors or of the Committee shall be liable for any
good faith determination, act, or failure to act in connection with the Plan or
any Award hereunder.

                                   ARTICLE IV
                           SHARES SUBJECT TO THE PLAN

         4.1      NUMBER OF SHARES. Subject to adjustment as provided in Section
4.3, the maximum aggregate number of Shares that may be issued under this Plan
shall not exceed 405,000 Shares, which Shares shall be authorized but unissued
Shares. Subject to Section 4.3, the maximum aggregate number of Shares which may
be awarded and issued under the Plan to any one Participant shall be 100,000
shares of Common Stock. Stock Options awarded under the Plan may be either
Incentive Stock Options or Nonqualified Stock Options, as determined by the
Committee. Except as provided in Section 4.2 of this Plan, Shares issued upon
the exercise of an Award granted pursuant to the Plan shall not again be
available for the grant of an Award hereunder.

         4.2      LAPSED AWARDS. If any Award granted under this Plan shall
terminate, expire, lapse, or be cancelled for any reason without having been
exercised in full, any unissued Shares which had been subject to the Stock
Option Agreement relating thereto shall again become available for the grant of
an Award under this Plan.

         4.3      CAPITAL ADJUSTMENTS.

                  (a)      If by reason of a merger, consolidation,
reorganization, recapitalization, combination of Shares, stock split, reverse
stock split, stock dividend, separation (including a spin-off or split-off), or
other such similar event, the number of outstanding Shares of the Corporation
are increased, decreased, changed into, or been exchanged for a different number
or kind of shares, or if additional

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shares or new and different shares are issued in respect of such Shares, the
Committee in its sole discretion may adjust proportionately: (i) the aggregate
maximum number of Shares available for issuance under the Plan, (ii) the number
and class of Shares covered by outstanding Awards denominated in Shares or units
of Shares, (iii) the Exercise Price and grant prices related to outstanding
Awards, and (iv) the appropriate Fair Market Value and other price
determinations for such Awards.

                  (b)      In the event of any other change in corporate
structure affecting the Common Stock or any distribution (other than normal cash
dividends) to holders of shares of Common Stock, such adjustments in the number
and kind of shares and the exercise, grant, or conversion prices of the affected
Awards as may be deemed equitable by the Committee shall be made to give proper
effect to such event.

                  (c)      In the event of a corporate merger, consolidation, or
acquisition of property or stock, separation (including spin-offs and
split-offs), reorganization or liquidation, the Committee shall be authorized to
cause the Corporation to issue or assume stock options, whether or not in a
transaction to which Section 424(a) of the Code applies, by means of
substitution of new Stock Options for previously issued stock options or an
assumption of previously issued stock options. In such event, the aggregate
maximum number of Shares available for issuance under Section 4.1 of the Plan
will be increased to reflect such substitution or assumption.

                  (d)      If any adjustment made pursuant to this Article IV
would result in the possible issuance of fractional Shares under any
then-outstanding Award, the Committee may adjust the outstanding Awards so as to
eliminate fractional Shares.

                  (e)      Any adjustment to be made with respect to Incentive
Stock Options shall comply with Sections 422 and 424 of the Code.

                                    ARTICLE V
                                   ELIGIBILITY

         Awards may be made to any Employee or Director, except that (a) only
Employees (including Employees who also serve as Directors) may receive
Incentive Stock Options, and (b) the grant of Awards to Directors must comply
with Section 3.3. A Participant who has been granted an Award may be granted
additional Awards; provided, however, that grants of Awards to individual
Participants are subject to the limitations in Section 4.1.

                                   ARTICLE VI
                                  STOCK OPTIONS

         6.1      STOCK OPTIONS. Each Stock Option granted under this Plan shall
be either an Incentive Stock Option or a Nonqualified Stock Option.

         6.2      GRANT OF STOCK OPTIONS.

                  (a)      Subject to the terms and provisions of this Plan, the
Committee shall have the authority to grant to any Participant one or more
Incentive Stock Options, Nonqualified Stock Options, or both kinds of Stock
Options. Subject to Section 4.1 and Article V, the Committee has complete and
sole discretion in determining the number of Shares subject to Stock Options to
be granted to a Participant; provided, however, that the aggregate Fair Market
Value (determined at the time the Award is made) of Shares with respect to which
a Participant may first exercise ISOs granted under the Plan during any calendar
year may not exceed $100,000 or such amount as shall be specified under Section
422 of the Code and the rules and regulations promulgated thereunder. To the
extent that any Stock Option does not

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qualify as an Incentive Stock Option (whether because of its provisions or the
time and manner of its exercise or otherwise), such Stock Options or portion
thereof which does not qualify shall constitute a Nonqualified Stock Option.
Stock Options granted at different times need not contain similar provisions.

                  (b)      Non-Employee Directors may only be granted Stock
Options under this Article VI which are Nonqualified Stock Options.

         6.3      INCENTIVE STOCK OPTIONS. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended, or altered, nor shall any discretion or authority
granted under this Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code, or, without the consents of the Participants affected,
to disqualify any Incentive Stock Option under Section 422 of the Code.

         6.4      STOCK OPTION AGREEMENT. Each Stock Option granted under this
Plan shall be evidenced by a Stock Option Agreement between the Corporation and
the Participant in accordance with Section 6.2 that specifies the Exercise
Price, the Exercise Period, the number of Shares to which the Stock Option
pertains, method of exercise and the form of consideration payable therefor, any
vesting requirements, any conditions imposed upon the exercise of the Stock
Options in the event of retirement, death, disability, or other termination of
service, and such other provisions and conditions, not inconsistent with this
Plan, as the Committee may determine. Each Stock Option Agreement relating to a
grant of Stock Options shall clearly specify whether the Stock Option is
intended to be an Incentive Stock Option within the meaning of Section 422 of
the Code, or a Nonqualified Stock Option not intended to be within the
provisions of Section 422 of the Code.

         6.5      EXERCISE PRICE. The Exercise Price per Share purchasable under
any Stock Option granted under this Plan shall be determined by the Committee at
the Date of Grant, subject to the following limitations:

                  (a)      The Exercise Price of a Stock Option shall not be
less than (i) 100% of the Fair Market Value of the Common Stock on the Date of
Grant, or (ii) in the case of any Participant who is granted an Incentive Stock
Option who, at the time of such grant, owns Common Stock possessing more than
10% of the total combined voting power of all classes of stock of the
Corporation or of its parent corporation or Subsidiaries, the Exercise Price of
the Incentive Stock Option shall not be less than 110% of the of the Fair Market
Value of the Common Stock on the Date of Grant.

                  (b)      In no event shall the Exercise Price of any Stock
Option be less than the par value of the Common Stock.

         6.6      EXERCISE PERIOD. The Exercise Period of each Stock Option
granted shall be fixed by the Committee and shall be specified in the Stock
Option Agreement; provided, however, that no Stock Option shall be exercisable
later than ten years after the Award Date, and no Incentive Stock Option which
is granted to any optionee who, at the time such Incentive Stock Option is
granted, owns stock possessing more than 10% of the total combined voting power
of all classes of stock of the Corporation or of its parent corporation or
Subsidiaries, shall be exercisable after the expiration of five years from the
Award Date.

         6.7      EXERCISE OF STOCK OPTIONS. Stock Options granted under the
Plan shall be exercisable at such time or times and be subject to such terms and
conditions as shall be set forth in the Stock Option Agreement (as may
determined by the Committee at the time of such grant), which need not be the
same for all Participants. Such terms and conditions may include performance
criteria with respect to the Corporation or the Participant, and as shall be
permissible under the other terms of the Plan. No Stock

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Option, however, shall be exercisable until the expiration of the vesting
period, if any, set forth in the Stock Option Agreement, except to the extent
such vesting period is accelerated pursuant to Article VII of this Plan. To the
extent that no vesting conditions are stated in the Stock Option Agreement, the
Stock Options represented thereby shall be fully vested at the Date of Grant.

         6.8      METHOD OF EXERCISE.

         Subject to the provisions of the Stock Option Agreement, Stock Options
may be exercised in whole at any time, or in part from time to time with respect
to whole Shares only, during the Exercise Period by the delivery to the
Corporation of a written notice of intent to exercise the Stock Option, in such
form as the Committee may prescribe, setting forth the number of Shares with
respect to which the Stock Option is to be exercised. Upon the exercise of a
Stock Option, the Exercise Price, which shall accompany the written notice of
exercise, shall become immediately due and payable to the Corporation in full
(along with the taxes described in the last sentence of this Section 6.8) by the
Participant who shall deliver cash or a check (acceptable to the Committee in
accordance with guidelines established for this purpose) in satisfaction of all
of the Exercise Price. In addition to and at the time of payment of the Exercise
Price, the Participant shall pay to the Corporation in cash the full amount of
all federal and state withholding or other employment taxes applicable to the
taxable income of the Participant resulting from the exercise.

         6.9      TRANSFER RESTRICTIONS. Neither the Stock Options granted under
the Plan nor any rights or interest in such Stock Options may be sold, pledged,
hypothecated, assigned, or otherwise disposed of or transferred by such
Participant, other than by will or by the laws of descent and distribution.
Except as permitted by the Committee, during the lifetime of Participant to whom
a Stock Option is granted, the Stock Options shall be exercisable only by him or
her or, in the event of the Participant's permanent and total disability as
determined by the Committee in accordance with applicable Corporation policies,
by his or her legal representative.

         6.10     TERMINATION OF STOCK OPTIONS. Subject to the applicable
provisions of the Stock Option Agreement and this Article VI, upon termination
of a Participant's employment with the Corporation for any reason, all stock
options shall vest or expire in accordance with the terms and conditions
established by the Committee at or after grant. Unless otherwise provided in the
Stock Option Agreement.

                  (a)      TERMINATION BY DEATH. If a Participant's employment
or service with the Corporation or its Subsidiaries terminates by reason of
death, then for a period of one year (or such other period as the Committee may
specify at grant) from the date of such death or until the end of the Exercise
Period of such Stock Option, whichever period is shorter, the Award may be
exercised by the legal representative of the estate or by a person who acquires
the right to exercise such Stock Option by bequest or inheritance, subject to
the limitations of Section 6.11 with respect to Incentive Stock Options, to the
extent that such Participant was entitled to exercise the Award at the date of
such death.

                  (b)      TERMINATION BY DISABILITY. If a Participant's
employment or service with the Corporation or its Subsidiaries terminates by
reason of permanent and total disability, as determined by the Committee in
accordance with applicable Corporation personnel policies, then for a period of
one year (or such other period as the Committee may specify at grant) from the
date of such termination of employment or service, or until the end of the
Exercise Period of such Stock Option, whichever is shorter, the Award may be
exercised by the Participant, or his or her legal representative, subject to the
limitations of Section 6.11 with respect to Incentive Stock Options, to the
extent that such Participant was entitled to exercise the Award at the date of
such termination; provided, however, that, if the Participant dies within such
one year period (or such other period as the Committee may specify at grant),
then for a period of one year from the date of death or until the end of the
Exercise Period of such Stock Option, whichever

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period is shorter, any unexercised Stock Options held by such Participant shall
thereafter be exercisable to the extent to which they were exercisable at the
time of such termination due to disability. In the event of termination of
employment by reason of permanent and total disability, as determined by the
Committee in accordance with applicable Corporation personnel policies, if an
Incentive Stock Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422 of the Code (currently one year from such
termination), such Stock Option will thereafter be treated as a Nonqualified
Stock Option.

                  (c)      TERMINATION BY RETIREMENT. If a Participant's
employment or service with the Corporation or its Subsidiaries terminates by
reason of normal or late retirement under any retirement plan of the Corporation
or its Subsidiaries or, with the consent of Committee, then for a period of
three months (or such other period as the Committee may specify at grant) from
the date of such termination of employment or service, or until the end of the
Exercise Period of such Stock Option, whichever is shorter, the Award may be
exercised by the Participant, or his or her legal representative, subject to the
limitations of Section 6.11 with respect to Incentive Stock Options, to the
extent that such Participant was entitled to exercise the Award at the date of
such termination; provided, however, that, if the Participant dies within such
three month period, then for a period of one year from the date of death or
until the end of the Exercise Period of such Stock Option, whichever period is
shorter, any unexercised Stock Options held by such Participant shall thereafter
be exercisable to the extent to which they were exercisable at the time of such
retirement. In the event of termination of employment by reason of retirement
pursuant to any retirement plan of the Corporation or its Subsidiaries or with
the consent of the Committee, if an Incentive Stock Option is exercised after
the expiration of the exercise periods that apply for purposes of Section 422 of
the Code (currently three months from such termination), such Stock Option will
thereafter be treated as a Nonqualified Stock Option.

                  (d)      OTHER TERMINATION OF EMPLOYEE. Unless otherwise
determined by the Committee at or after grant and except as provided in Section
7.1 hereof, if a Participant's employment by the Corporation terminates for any
reason other than death, disability, or retirement covered by Sections 6.10 (a),
(b), or (c) of this Plan: (i) any Stock Options that were not exercisable at the
date of such termination (which date shall be determined by the Committee in its
sole discretion) will expire automatically, and (ii) any Stock Options
exercisable on the date of termination will remain exercisable only for the
lesser of three months or the balance of such Exercise Period of such Stock
Option; provided, however, that the Participant was not involuntarily terminated
by the Corporation for Cause. If the Participant dies within such three month
period (or such other period as the Committee may specify at grant), then for a
period of one year from the date of death or until the end of the Exercise
Period of such Stock Option, whichever period is shorter, any unexercised Stock
Options held by such Participant shall thereafter be exercisable to the extent
to which they were exercisable at the time of such termination. Notwithstanding
any other provision of this Plan except for Section 7.1 hereof, upon termination
of a Participant's employment with the Corporation or any of its Subsidiaries
for Cause, all of the Participant's unexercised Stock Options will terminate
immediately upon the date of such termination (which date shall be determined by
the Committee in its sole discretion) and the Participant shall forfeit all
Shares for which the Corporation has not yet delivered share certificates to the
Participant. In such event, the Corporation shall refund to the Participant the
Exercise Price paid to it, if any, in the same form as it was paid (or in cash
at the Corporation's discretion). The Corporation may withhold delivery of share
certificates pending resolution of any inquiry that could lead to a finding that
a termination of a Participant's employment was for Cause.

                  (e)      NON-EMPLOYEE DIRECTOR RESIGNATION OR TERMINATION OF
SERVICE. Except as covered by Sections 6.10(a), (b), or (c) of this Plan, if a
Participant serving as a Non-Employee Director terminates his or her service by
resigning from the Board of Directors or by failing to run for election to an
additional term as a Director after being offered nomination for an additional
term by a nominating or

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similar committee of the Board of Directors (or in lieu of such committee, by
the entire Board of Directors), then (i) any Stock Options that were not
exercisable at the date of such termination of service will expire
automatically, and (ii) any exercisable Stock Options as of such date held by
the Participant may thereafter be exercised by the Participant for a period of
three months from the date of such resignation or, in the case of a failure to
run for election to an additional term, from (A) the date of such stockholder
meeting at which such election of Directors takes place, or (B) until the end of
the Exercise Period, whichever is shorter (or such other period as the Committee
may specify at grant). If a Participant serving as a Non-Employee Director does
not resign and is not offered nomination for an additional term, all Stock
Options held by such Participant shall immediately vest on the date that the
Participant's service as a Director of the Corporation terminates and such Stock
Options shall be exercisable until the end of the Exercise Period for such Stock
Options. Notwithstanding any other provision of this Plan, upon removal of a
Director by shareholders of the Corporation for cause under applicable state
law, all of the Participant's unexercised Stock Options will terminate
immediately upon the date of such termination (which date shall be determined by
the Committee in its sole discretion) and the Participant shall forfeit all
Shares for which the Corporation has not yet delivered share certificates to the
Participant. In such event, the Corporation shall refund to the Participant the
Exercise Price paid to it, if any, in the same form as it was paid (or in cash
at the Corporation's discretion).

         6.11     INCENTIVE STOCK OPTION LIMITATIONS.

                  (a)      To the extent that the aggregate Fair Market Value
(determined as of the Date of Grant) of the Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year under the Plan and/or any other stock option plan of
the Corporation or any Subsidiary or parent corporation (within the meaning of
Section 425 of the Code) exceeds $100,000, such Stock Options shall be treated
as Stock Options which are not Incentive Stock Options.

                  (b)      To the extent (if any) permitted under Section 422 of
the Code, or the applicable rules and regulations promulgated thereunder or any
applicable Internal Revenue Service pronouncement, if (i) a Participant's
employment with the Corporation or any Subsidiary is terminated by reason of
death, disability, or retirement covered by Section 6.10(a), (b), or (c) of this
Plan, and (ii) the portion of the Incentive Stock Option that is otherwise
exercisable during the post-termination period specified under Sections 6.10(a),
(b), or (c), applied without regard to the $100,000 limitation currently
contained in Section 422(d) of the Code, is greater than the portion of the
Stock Option that is immediately exercisable as an "incentive stock option"
during such post-termination period under Section 422 of the Code, such excess
shall be treated as a Nonqualified Stock Option.

                  (c)      In the event that the application of any of the
provisions of Section 6.11 (a) or (b) of this Plan is not necessary in order for
Stock Options to qualify as Incentive Stock Options, or should additional
provisions be required, the Committee may amend the Plan accordingly, without
the necessity of obtaining the approval of the stockholders of the Corporation.

         6.12     BUY-OUT AND SETTLEMENT PROVISIONS. The Committee may at any
time offer to buy-out a Stock Option previously granted, based on such terms and
conditions as the Committee shall establish and communicate to the Participant
at the time that such offer is made.

         6.13     NO RIGHTS AS STOCKHOLDER. No Participant or transferee of a
Stock Option shall have any rights as a stockholder of the Corporation with
respect to any Shares subject to a Stock Option (including without limitation,
rights to receive dividends, vote, or receive notice of meetings) prior to the
purchase of such Shares by the exercise of such Stock Option as provided in this
Plan. A Stock Option shall be deemed to be exercised and the Common Stock
thereunder purchased when written notice of exercise has

                                       10

<PAGE>

been delivered to the Corporation in accordance with Section 6.8 of the Plan and
the full Exercise Price for the Shares with respect to which the Stock Options
is exercised has been received by the Corporation, accompanied with any
agreements required by the terms of the Plan and the applicable Stock Option
Agreement; provided, however, that if the Participant has been terminated for
Cause, only those shares of Common Stock for which a certificate has been
delivered to the Participant by the Corporation will be deemed to be purchased
by such Participant. Full payment may consist only of such consideration and
method of payment allowable under this Article VI of the Plan. No adjustment
will be made for a cash dividend or other rights for which the record date
precedes the Date of Exercise, except as provided in Section 4.3 of the Plan.

         6.14     SALE OF COMMON STOCK UPON EXERCISE OF STOCK OPTION. Unless the
Committee provides otherwise in the Stock Option Agreement, Common Stock
acquired pursuant to the exercise of Stock Option shall not be subject to any
restrictions on transferability under this Plan, except as provided in Section
11.1 of this Plan. With respect to Common Stock acquired pursuant to the
exercise of an Incentive Stock Option, a transfer or other disposition of such
Common Stock by a Participant (other than by will or the laws of descent and
distribution) may not qualify for favorable tax treatment under Section 421(a)
of the Code if such transfer or other disposition shall occur before the
expiration of the later of (i) the two year period commencing on the Date of
Grant of the ISO, or (ii) the one year period commencing on the Date of Exercise
of the ISO.

                                   ARTICLE VII
                                CHANGE OF CONTROL

         7.1      ACCELERATION OF OPTIONS.

                  (a)      In the event of a Change of Control of the
Corporation, (i) each Stock Option then outstanding under the Plan shall be
fully exercisable, regardless of any unsatisfied vesting requirements
established under the terms of the pertinent Stock Option Agreements, and remain
so for the duration of the Stock Option as specified in the Stock Option
Agreement, and (ii) all conditions or restrictions related to an Award shall be
accelerated or released; all in a manner, in the case of persons subject to
Section 16(b) of the Exchange Act, as to conform with the provisions of Rule
16b-3 thereunder.

                  (b)      Awards that remain outstanding after a Change of
Control shall not be terminated as a result of a termination of service covered
by Section 6.10, and shall continue to be exercisable until the end of the
Exercise Period in accordance with their original terms, except in the case of
(i) a Participant's death in which case termination shall occur within one year
from the date of death, or (ii) a Participant's termination for Cause in which
case the unexercised Stock Option shall terminate as set forth in Section
6.10(d).

                  (c)      Notwithstanding the foregoing, if any right granted
pursuant to this Section 7.1 would make a Change of Control transaction
ineligible for pooling of interests accounting treatment under applicable
accounting principles that, but for this Section 7.1, would have been available
for such accounting treatment, then the Committee shall have the authority to
substitute stock for cash which would otherwise be payable pursuant to this
Section 7.1 having a Fair Market Value equal to such cash.

         7.2      DEFINITION OF CHANGE OF CONTROL. For purposes of this Plan, a
"Change of Control" is deemed to have occurred if:

                  (a)      any individual, entity, or group (within the meaning
of Sections 13(d)(3) or 14(d)(2) of the Exchange Act) other than James K.
Toomey, his immediate family members (which shall include Mr. Toomey's wife,
children, and parents of each of Mr. Toomey and his wife), or any of their

                                       11

<PAGE>

respective affiliates ("Toomey Affiliates"), is or becomes, directly or
indirectly, the "beneficial owner" (as defined by Rule 13d-3 promulgated under
the Exchange Act) of 25% or more of the combined voting power of the then
outstanding securities of the Corporation entitled to vote generally in the
election of Directors ("Voting Securities"); provided, however, that any
acquisition by the following will not constitute a Change of Control:

                           (i)      the Corporation or any of its Subsidiaries,

                           (ii)     any of the Toomey Affiliates,

                           (iii)    any employee benefit plan (or related trust)
                                    of the Corporation or its Subsidiaries, or

                           (iv)     any corporation, bank, or other financial
                                    institution with respect to which, following
                                    such acquisition, more than 50% of the
                                    combined voting power of the outstanding
                                    voting securities of such corporation
                                    entitled to vote generally in the election
                                    of directors is then beneficially owned by
                                    the Persons who were the beneficial owners
                                    of the Voting Securities immediately prior
                                    to such acquisition in substantially the
                                    same proportion as their ownership
                                    immediately prior to such acquisition of the
                                    Voting Securities; or

                  (b)      (i) a tender offer or an exchange offer is made to
acquire securities of the Corporation whereby following such offer the offerees
will hold, control, or otherwise have the direct or indirect power to exercise
voting control over 50% or more of the Voting Securities, or (ii) Voting
Securities are first purchased pursuant to any other tender or exchange offer.

                  (c)      as a result of a tender offer or exchange offer for
the purchase of securities of the Corporation (other than such an offer by the
Corporation for its own securities), or as a result of a proxy contest, merger,
consolidation, or sale of assets, or as a result of a combination of the
foregoing, during any period of two consecutive years, individuals who, at the
beginning of such period constitute the Board, plus any new Directors of the
Corporation whose election or nomination for election by the Corporation's
stockholders was or is approved by a vote of at least two-thirds of the
Directors of the Corporation then still in office who either were Directors of
the Corporation at the beginning of such two year period or whose election or
nomination for election was previously so approved (but excluding for this
purpose, any individual whose initial assumption of office was or is in
connection with the actual or threatened election contest relating to the
election of Directors of the Corporation (as such term is used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act)), cease for any reason during
such two year period to constitute at least two-thirds of the members of the
Board; or

                  (d)      the stockholders of the Corporation approve a
reorganization, merger, consolidation, or other combination, with or into any
other corporation or entity regardless of which entity is the survivor, other
than a reorganization, merger, consolidation, or other combination, which would
result in the Voting Securities outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or being converted into Voting
Securities of the surviving entity) at least 60% of the combined voting power of
the Voting Securities or of the voting securities of the surviving entity
outstanding immediately after such reorganization, merger, consolidation; or
other combination; or

                  (e)      the stockholders of the Corporation approve a plan of
liquidation or winding-up of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all

                                       12

<PAGE>

of the Corporation's assets, or any distribution to security holders of assets
of the Corporation having a value equal to 30% or more of the total value of all
assets of the Corporation.

         7.3      OCCURRENCE OF A CHANGE OF CONTROL. A Change of Control will be
deemed to have occurred:

                  (a)      with respect to any acquisition referred to in
Section 7.2(a) above, the date on which the acquisition of such percentage shall
have been completed;

                  (b)      with respect to a tender or exchange offer, the date
the offer referred to in Section 7.2(b)(i) above is made public or when
documents are filed with the SEC in connection therewith pursuant to Section
14(d) of the Exchange Act, or the date of the purchase referenced in Section
7.2(b)(ii);

                  (c)      with respect to a change in the composition of the
Board of Directors referred to in Section 7.2(c), the date on which such change
is adopted or is otherwise effective, whichever first occurs; or

                  (d)      with respect to any stockholder approval referred to
in Section 7.2(d) or (e), the date of any approval.

         7.4      APPLICATION OF THIS ARTICLE VII. The provisions of this
Article VII shall apply to successive events that may occur from time to time
but shall only apply to a particular event if it occurs prior to the expiration
of this Plan and each Award issued pursuant to this Plan.

                                  ARTICLE VIII
                 AMENDMENT, MODIFICATION, OR TERMINATION OF PLAN

         Insofar as permitted by applicable law, the Board, by resolution, shall
have the power at any time, and from time to time, to amend, modify, suspend,
terminate or discontinue the Plan or any part thereof including any amendment
deemed necessary to ensure that the Corporation may comply with any regulatory
requirements referred to in Article XI). The Board is specifically authorized to
amend the Plan and take such other action as it deems necessary or appropriate
to comply with Section 162(m) of the Code and the rules and regulations
promulgated thereunder. Such amendment or modification may be without
stockholder approval except to the extent that such approval is required by the
Code, or pursuant to the rules and regulations under the Section 16 of the
Exchange Act, if then applicable, by any national securities exchange or
inter-dealer quotation system on which the Shares are then listed, quoted, or
reported, by any regulatory authority or board having jurisdiction with respect
thereto, or under any applicable laws, rules, or regulations. Notwithstanding
the provisions of this Article VIII, no termination, amendment, or modification
of the Plan, other than those pursuant to Article IV hereof, shall in any manner
adversely affect any Award theretofore granted under the Plan, without the
written consent of the Participant so affected.

                                   ARTICLE IX
        MODIFICATION, EXTENSION, AND RENEWAL OF STOCK OPTIONS AND AWARDS

         Subject to the terms and conditions, and within the limitations, of the
Plan, the Committee may modify, extend, or renew outstanding Stock Options,
prospectively or retroactively, or accept the surrender of outstanding Stock
Options (to the extent not theretofore exercised) granted under the Plan or any
other plan of the Corporation or a Subsidiary, and authorize the granting of new
Stock Options pursuant to the Plan in substitution therefor (to the extent not
theretofore exercised), and the substituted

                                       13

<PAGE>

Stock Options may specify a lower exercise price or a longer term than the
surrendered Stock Options or have any other provisions that are authorized by
the Plan. Notwithstanding the foregoing provisions of this Article IX, (a) no
amendment or modification of an Award which adversely affects the Participant
shall not be made without the consent of the affected Participant, and (b) no
Incentive Stock Option may be modified, amended, extended, or reissued if such
action would cause it to cease to be an "Incentive Stock Option" within the
meaning of Section 422 of the Code, unless the Participant specifically
acknowledges and consents to the tax consequences of such action.

                                    ARTICLE X
                        INDEMNIFICATION OF THE COMMITTEE

         In addition to such other rights of indemnification as they may have as
Directors or as members of the Committee, the members of the Committee shall not
be liable for any act, omission, interpretation, construction, or determination
made in good faith in connection with their administration of and
responsibilities with respect to the Plan, and the Corporation hereby agrees to
indemnify the members of the Committee against any claim, loss, damage, or
reasonable expense, including attorneys' fees, actually and reasonably 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 Award granted or made hereunder, and against all amounts reasonably
paid by them in settlement thereof or paid by them in satisfaction of a judgment
in any such action, suit, or proceeding, if such members acted in good faith and
in a manner which they believed to be in, and not opposed to, the best interests
of the Corporation and its Subsidiaries.

                                   ARTICLE XI
                               GENERAL PROVISIONS

         11.1     CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of a Stock Option unless the exercise of such Stock
Option and the issuance and delivery of such Shares pursuant thereto shall
comply with, and be subject to the procurement of all approvals, permits,
authorizations, and orders required under, all relevant provisions of law,
including, without limitation, the Securities Act, the Exchange Act, and the
rules and regulations promulgated thereunder, and the requirements of any stock
exchange or inter-dealer quotation system upon which the Shares may then be
listed, and shall be further subject to the approval of counsel for the
Corporation with respect to such compliance. The Committee may require each
person purchasing or otherwise acquiring Shares pursuant to a Stock Option under
the Plan to represent to and agree with the Corporation in writing to the effect
that the Participant: (a) is acquiring the Shares for his or her own personal
account, for investment purposes only, and not with an intent or a view to
distribution within the meaning of Section 2(11) of the Securities Act (unless
such shares have been issued to the Participant pursuant to a registration
statement declared effective by the SEC), and (b) will not sell, assign, pledge,
hypothecate, or otherwise dispose of or transfer the Shares to be issued upon
exercise of such Stock Option except as permitted by this Plan and except in
compliance with the Securities Act and the securities laws of all other
applicable jurisdictions, as supported by an opinion of counsel if so requested
by the Committee. As a further condition to the issuance of such Shares, the
Participant shall provide any other representation, warranty, or covenant as the
Committee or its counsel deems necessary under the Securities Act and the
securities laws of all other applicable jurisdictions. In addition to any legend
required by this Plan, the certificates for the Shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.

         11.2     RESERVATION OF SHARES. The Corporation shall at all times
reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan. The Corporation shall use its best efforts
to seek to obtain from appropriate regulatory agencies any requisite
authorization in

                                       14

<PAGE>

order to issue and sell such number of Shares as shall be sufficient to satisfy
the requirements of the Plan. The inability of the Corporation to obtain from
any such regulatory agency having jurisdiction the requisite authorization(s)
deemed by the Corporation's counsel to be necessary for the lawful issuance and
sale of any Shares hereunder, or the inability of the Corporation to confirm to
its satisfaction that any issuance and sale of any Shares hereunder will meet
applicable legal requirements, shall relieve the Corporation of any liability in
respect to the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

         11.3     LIMITATION ON LEGAL RIGHTS. The establishment of the Plan
shall not confer upon any Employee or Director any legal or equitable right
against the Corporation, except as expressly provided in the Plan.

         11.4     NOT A CONTRACT OF EMPLOYMENT. This Plan is purely voluntary on
the part of the Corporation, and the continuation of the Plan shall not be
deemed to constitute a contract between the Corporation and any Participant, or
to be consideration for or a condition of the employment or service of any
Participant. Participation in the Plan shall not give any Employee or Director
any right to be retained in the service of the Corporation or any of its
Subsidiaries, nor shall anything in this Plan affect the right of the
Corporation or any of its Subsidiaries to terminate any such Employee with or
without cause.

         11.5     OTHER COMPENSATION PLANS. The adoption of the Plan shall not
affect any other Stock Option or incentive or other compensation plans in effect
for the Corporation or any of its Subsidiaries, nor shall the Plan preclude the
Corporation or any Subsidiary from establishing any other forms of incentive or
other compensation plan or arrangements for Employees or Directors of the
Corporation or any of its Subsidiaries.

         11.6     ASSUMPTION BY THE CORPORATION. The Corporation or its
Subsidiaries may assume options, warrants, or rights to purchase shares issued
or granted by other companies whose shares or assets shall be acquired by the
Corporation or its Subsidiaries or which shall be merged into or consolidated
with the Corporation or its Subsidiaries. The adoption of this Plan shall not be
taken to impose any limitations on the powers of the Corporation or its
Subsidiaries or affiliates to issue, grant, or assume options, warrants, rights,
or restricted shares, otherwise than under this Plan, or to adopt other Stock
Option or restricted share plans or to impose any requirements of shareholder
approval upon the same.

         11.7     CREDITORS. The interests of any Participant under this Plan is
not subject to the claims of creditors and may not, in any way, be assigned,
alienated, or encumbered.

         11.8     PLAN BINDING ON SUCCESSORS. All obligations of the Corporation
under this Plan and any Awards granted hereunder shall be binding upon any
successor and assign of the Corporation, whether the existence of such successor
or assign is a result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business or assets of the
Corporation.

         11.9     UNFUNDED STATUS OF PLAN. This Plan is intended to constitute
an "unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant by the Corporation, nothing contained
herein shall give any Participant any rights that are greater than those of a
general creditor of the Corporation.

         11.10    TAX WITHHOLDING. The Corporation shall have the power and the
right to deduct or withhold, or require a Participant to remit to the
Corporation, an amount sufficient to satisfy federal, state, and local taxes
(including the Participant's FICA obligation) required by law to be withheld
with respect to any grant, exercise, or payment under or as a result of this
Plan.

                                       15

<PAGE>

         11.11    SINGULAR, PLURAL; GENDER. Whenever used in this Plan, nouns in
the singular shall include the plural, and vice versa, and the masculine pronoun
shall include the feminine gender.

         11.12    HEADINGS. Headings to the Sections and subsections are
included for convenience and reference and do not constitute part of the Plan.

         11.13    COSTS. The Corporation shall bear all expenses incurred in
administrating this Plan, including original issue, transfer, and documentary
stamp taxes, and other expenses of issuing the Shares pursuant to Awards granted
hereunder.

         11.14    GOVERNING LAW. This Plan and the actions taken in connection
herewith shall be governed, construed, and administered in accordance with the
laws of the State of Florida regardless of the law that might otherwise govern
under applicable Florida principles of conflicts of laws.

                                   ARTICLE XII
                            EFFECTIVENESS OF THE PLAN

         This Plan shall become effective on the date that it is adopted by the
Board of Directors. Following adoption of the Plan by the Board of Directors,
the Committee may make awards hereunder prior to the stockholders of the
Corporation approving the Plan; provided, however, that any and all Stock
Options awarded automatically shall be converted into Nonqualified Stock Options
if the Plan is not approved by such stockholders within 365 days of its
adoption.

                                  ARTICLE XIII
                                TERM OF THE PLAN

         Unless sooner terminated by the Board pursuant to Article VIII hereof,
this Plan shall terminate ten (10) years from its effective date and no Awards
may be granted after termination, but Awards granted prior to such termination
may extend beyond that date. The Board of Directors may terminate this Plan at
any time. The termination shall not affect the validity of any Stock Option
outstanding on the date of termination.

         The Plan was originally approved and adopted by the Board of Directors
and the sole stockholder on December 11, 2002 (the effective date of the Plan).
The Plan as amended and restated was approved as set forth below:

Date Amended and Restated Plan Approved by Board of Directors: September 3, 2003

/s/ Brian P. Peters
-----------------------
Secretary Certification

Date Amended and Restated Plan Approved by the Stockholders: ________________,
2003

______________________________
Secretary Certification

                                       16

<PAGE>

Option No.: 2003 --________________________        Grant: ______________________

Optionee: _________________________________        Exercise Price: _____________

Date of Grant: ____________________________

                         COAST FINANCIAL HOLDINGS, INC.
                             2003 STOCK OPTION PLAN

                       NONQUALIFIED STOCK OPTION AGREEMENT

         NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), made on the
____ day of ______________, 200__, by and between COAST FINANCIAL HOLDINGS,
INC., a Florida corporation (the "Corporation") and _____________________ (the
"Optionee").

         1.       GRANT OF OPTION. Subject to terms and conditions of this
Agreement and those set forth in the Coast Financial Holdings, Inc. 2003 Stock
Option Plan (the "Plan"), the Corporation, with the approval and at the
direction of its Board of Directors, hereby grants to Optionee an option (the
"Option") to purchase from the Corporation a total of ___________________ (    )
shares of common stock, $5.00 par value per share ("Common Stock" or "Shares"),
of the Corporation, at the Exercise Price set forth in this Agreement. The
Shares that may be purchased upon the exercise of the Option are sometimes
referred to in this Agreement as the "Option Shares". Capitalized terms not
otherwise defined in this Agreement shall have the meaning ascribed to them in
the Plan.

         2.       EXERCISE PRICE. The Exercise Price of the Option is $_________
per Option Share.

         3.       TERMS OF THE OPTION.

                  (a)      TYPE OF OPTION. The Option is intended to be a
nonstatutory option and is NOT an incentive share option within the meaning of
Section 422 of the Internal Revenue Code.

                  (b)      EXERCISE PERIOD. Subject to Section 3(c) of this
Agreement, during the period commencing on the Date of Grant and terminating ten
(10) years after the Date of Grant (the "Exercise Period"), the Option may be
exercised with respect to all or a portion of the Option Shares (in full Shares)
to the extent that the Option has not previously been exercised.

                  (c)      TERMINATION OF SERVICE; CHANGE OF CONTROL.
Notwithstanding the provisions of Section 3(b) of this Agreement:

                           (i)      TERMINATION OF SERVICE BY REASON OF DEATH.
                  If the Optionee's service with the Corporation or its
                  Subsidiaries terminates due to the death of the Optionee, then
                  the Option may be exercised only for a period of one year from
                  the date of such death or until the end of the Exercise
                  Period, whichever period is shorter.

                           (ii)     TERMINATION OF SERVICE BY REASON OF
                  DISABILITY. If the Optionee's service with the Corporation or
                  its Subsidiaries terminates by reason of a permanent and total
                  disability of the Optionee, as determined by the Committee
                  under the Plan, then the Option may be exercised only for a
                  period of one year from the date of such

                                       1

<PAGE>

                  termination of service or until the end of the Exercise
                  Period, whichever is shorter; provided, however, that if the
                  Optionee should die during such one year period, the
                  unexercised portion of the Option shall thereafter be
                  exercisable for a period of one year from the date of death or
                  until the end of the Exercise Period, whichever is shorter.

                           (iii)    TERMINATION OF SERVICE BY REASON OF
                  RETIREMENT. If the Optionee's service with the Corporation or
                  its Subsidiaries terminates by reason of normal or late
                  retirement of the Optionee under any retirement plan of the
                  Corporation or its Subsidiaries, then the Option may be
                  exercised only for a period of three months from the date of
                  such termination of service, or until the end of the Exercise
                  Period, whichever is shorter; provided, however, that if the
                  Optionee should die during such three month period, the
                  unexercised portion of the Option shall thereafter be
                  exercisable for a period of one year from the date of such
                  death or until the end of the Exercise Period, whichever is
                  shorter.

                           (iv)     DIRECTOR RESIGNATION OR TERMINATION OF
                  SERVICE. Except as otherwise covered by Sections 3(c)(i), (ii)
                  or (iii) of this Agreement, if the Director Optionee's service
                  as a Director of the Corporation terminates by his or her
                  resignation from the Board of Directors (unless such
                  resignation was at the written request of the Board of
                  Directors) or by failing to run for election to an additional
                  term as Director after being offered nomination for such
                  additional term by a nominating or similar committee of the
                  Board of Directors (or in lieu of such committee the entire
                  Board of Directors), then the Option may be exercised only for
                  a period of three months from the date of such resignation or,
                  in the case of a failure to run for election to an additional
                  term, from the date of the stockholder meeting at which such
                  election of Directors takes place (such resignation or
                  stockholder meeting date referenced to herein as "Director
                  Termination Date"), or in either case, until the end of the
                  Exercise Period, whichever is shorter. Except as otherwise
                  covered by Sections 3(c)(i), (ii), or (iii) of this Agreement,
                  in the event that the Director Optionee does not resign as
                  Director of the Corporation (or resigns at the written request
                  of the Board of Directors) and is removed from office or is
                  not offered nomination for an additional term, then the Option
                  may be exercised until the end of the Exercise Period.

                           (v)      CHANGE OF CONTROL. In the event of a
                  termination of the Optionee following a Change of Control, the
                  Option shall not be terminated as a result of a termination of
                  service covered by Sections 3(c)(i) through 3(c)(iv) of this
                  Agreement, and in each case the Option shall continue to be
                  exercisable in accordance with the original terms of this
                  Agreement, except in the case of the Optionee's death, the
                  Option shall be exercisable only for a period of one year from
                  the date of death or the end of the Exercise Period, whichever
                  is shorter.

         4.       METHOD OF EXERCISE.

                  (a)      NOTICE OF EXERCISE. In order to exercise any portion
of this Option, the Optionee shall notify the Corporation in writing of the
election to exercise the Option and the number of Option Shares in respect of
which the Option is being exercised. Such notice shall be delivered to the
Secretary of the Corporation and shall be accompanied with the Exercise Price
payable in the manner set forth in Section 4(b) below. The date specified in
Optionee's notice as the date of exercise of the Option shall be deemed to be
the Date of Exercise; provided, that, such date is at least five (5) days after
the giving of such notice and that payment in full for the Option Shares to be

                                       2

<PAGE>

purchased upon such exercise shall have been received by such date. Otherwise,
the Date of Exercise shall be the date on which all conditions for issuance of
Option Shares have been satisfied and such Option Shares have been issued by the
Corporation. The certificate or certificates for Shares as to which the Option
has been exercised shall be registered in the name of the Optionee.

                  (b)      PAYMENT OF EXERCISE PRICE. The Exercise Price for the
Option Shares to be purchased upon exercise of an Option, in whole or in part,
shall be paid to the Corporation in full on or before the Date of Exercise. The
Exercise Price shall be paid by Optionee in cash or by check deemed acceptable
to the Committee.

                  (c)      FAILURE TO PAY OR ACCEPT DELIVERY. If the Optionee
fails to pay for any of the Option Shares specified in its notice to exercise or
fails to accept delivery thereof, the Optionee's right to purchase such Option
Shares may be terminated by the Committee.

         5.       RESTRICTIONS ON EXERCISE. This Option may not be exercised if
the issuance of the Option Shares upon such exercise or the method of payment of
consideration for such Option Shares would constitute a violation of any
applicable federal or state securities law or any other law or regulation. As a
condition to the exercise of this Option, the Corporation may require the
Optionee to make any representation or warranty to the Corporation at the time
of exercise of the Option as in the opinion of legal counsel for the Corporation
may be required by any applicable law or regulation, including those
representations and warranties set forth in Section 11.1 of the Plan.
Accordingly, the stock certificates for the Option Shares issued upon exercise
of this Option may bear appropriate legends restricting transfer.

         6.       NON-TRANSFERABILITY OF OPTION. Except as otherwise provided by
the Plan, this Option may be exercised during the lifetime of the Optionee only
by the Optionee and may not be transferred in any manner other than by will or
by the laws of descent and distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, and successors of the
Optionee.

         7.       ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. In the
event of changes in the capitalization or organization of the Corporation
(including, without limitation, a stock split or a stock dividend) or, if the
Corporation is a party to a merger or other corporate reorganization, the number
of Shares covered by this Option shall be adjusted in accordance with the
provisions of Section 4.3 of the Plan.

         8.       TERM OF OPTION. Unless modified, extended, or renewed in
accordance with Article IX of the Plan, this Option may not be exercised after
the expiration of the Exercise Period and may be exercised during such term only
in accordance with the Plan and the terms of this Option.

         9.       AMENDMENT OF OPTION. The Board of Directors or the Committee
may amend the Option and Plan at anytime, subject only to the limitations set
forth in Articles VIII and IX of the Plan and by applicable law.

         10.      NOT EMPLOYMENT OR CONSULTING CONTRACT. Nothing in this
Agreement or in the Plan shall confer upon the Optionee any right to continue in
the employ or service of the Corporation (or continue as a consultant of the
Corporation). This is not an employment or consulting contract.

         11.      INCOME TAX WITHHOLDING. The Optionee authorizes the
Corporation to withhold in accordance with applicable law from any compensation
payable to him or her any taxes required to be withheld by Federal, state or
local laws as a result of the exercise of this Option. Furthermore, in the event
of any determination that the Corporation has failed to withhold a sum
sufficient to pay all

                                       3

<PAGE>

withholding taxes due in connection with the exercise of this Option, the
Optionee agrees to pay the Corporation the amount of any such deficiency in cash
within five (5) days after receiving a written demand from the Corporation to do
so, whether or not Optionee is an employee of the Corporation at that time.

         12.      NOTICE. Any notice to the Corporation provided for in this
Agreement shall be delivered to the Secretary of the Corporation at the
executive offices located at 2412 Cortez Road West, Bradenton, Florida 34207,
and any notice to the Optionee shall be delivered to the Optionee at the current
address shown on the records of the Corporation. Any notice shall be deemed to
be duly given (i) three business days after deposit into the U.S. Mails by
registered or certified mail if and when properly addressed, postage prepaid, or
(ii) on the date delivered if and when hand delivered to the appropriate address
as determined above.

         13.      INCORPORATION BY REFERENCE. The Option is granted, and the
Option Shares will be issued, pursuant to the Plan, the terms and conditions of
which are incorporated herein by reference, and the Options and this Agreement
shall in all respects be interpreted in accordance with the Plan. The Committee
shall interpret and construe the Plan and this Agreement, and its
interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with respect
to any issue arising hereunder or thereunder.

         14.      GOVERNING LAWS. The validity, construction, interpretation,
and effect of this Agreement shall be governed by and determined in accordance
with the laws of the State of Florida.

                           COAST FINANCIAL HOLDINGS, INC.
                           a Florida corporation

                           By: __________________________
                           Name:  Gerald L. Anthony
                           Title: President & CEO

         The Optionee acknowledges receipt of a copy of the Plan and represents
that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions thereof. The
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board of Directors or the Committee upon any questions
arising under the Plan.

Dated: _____________________________               OPTIONEE: ___________________
                                                             Printed Name

                                                             ___________________

Signature Page to 2003 Nonqualified Stock Option Agreement

                                       4

<PAGE>

Option No.: 2003 --________________________        Grant: ______________________

Optionee: _________________________________        Exercise Price: _____________

Date of Grant: ____________________________

                         COAST FINANCIAL HOLDINGS, INC.
                             2003 STOCK OPTION PLAN

                        INCENTIVE STOCK OPTION AGREEMENT

         INCENTIVE STOCK OPTION AGREEMENT (this "Agreement"), made on the ____
day of ___________________, 200___, by and between COAST FINANCIAL HOLDINGS,
INC., a Florida corporation (the "Corporation") and ____________________ (the
"Optionee").

         1.       GRANT OF OPTION. Subject to terms and conditions of this
Agreement and those set forth in the Coast Financial Holdings, Inc. 2003 Stock
Option Plan (the "Plan"), the Corporation, with the approval and at the
direction of its Board of Directors, hereby grants to Optionee an option (the
"Option") to purchase from the Corporation a total of ____________ (_______)
shares of common stock, $5.00 par value per share ("Common Stock" or "Shares"),
of the Corporation, at the Exercise Price set forth in this Agreement. The
Shares that may be purchased upon the exercise of the Option are sometimes
referred to in this Agreement as the "Option Shares". Capitalized terms not
otherwise defined in this Agreement shall have the meaning ascribed to them in
the Plan.

         2.       EXERCISE PRICE. The Exercise Price of the Option is $_______
per Option Share, which price is 100% of the Fair Market Value [OR 110% FOR A
10% STOCKHOLDER] [OR PAR VALUE, IF GREATER] of the Common Stock on the Date of
Grant.

         3.       TERMS OF THE OPTION.

                  (a)      TYPE OF OPTION. The Option is intended to be an
incentive option within the meaning of Section 422 of the Internal Revenue Code
to the maximum extent permitted by the Code. However, as long as the Code shall
provide, to the extent that the Fair Market Value, as of the Date of Grant, of
the Common Stock for which this Option becomes exercisable for the first time by
the Optionee during the calendar year exceeds $100,000, the portion of the
Option that is in excess of the $100,000 limitation shall be treated as a
Nonqualified Stock Option.

                  (b)      EXERCISE PERIOD. Subject to Section 3(c) of this
Agreement, during the period commencing on the Date of Grant and terminating ten
(10) years after the Date of Grant (the "Exercise Period"), the Option may be
exercised with respect to all or a portion of the Option Shares (in full Shares)
to the extent that the Option has not previously been exercised in accordance
with the following vesting schedule ("Vesting Schedule"):

                                       1

<PAGE>

                           (i)      during the period commencing on the Date of
                  Grant and ending on _________________ ____, 200__, the Option
                  may be exercised up to cumulative maximum of 33.33% of the
                  Option Shares;

                           (ii)     during the period commencing on the
                  _______________ ____, 200__ and ending on ______________,
                  200__, the Option may be exercised up to a cumulative maximum
                  of 66.67% of the Option Shares; and

                           (iii)    commencing on _____________ ____, 200__, the
                  Option may be exercised in full.

                  (c)      TERMINATION OF EMPLOYMENT; CHANGE OF CONTROL.
Notwithstanding the provisions of Section 3(b) of this Agreement:

                           (i)      TERMINATION OF EMPLOYMENT BY REASON OF
                  DEATH. If the Optionee's employment with the Corporation or
                  its Subsidiaries terminates due to the death of the Optionee,
                  then for a period of one year from the date of such death or
                  until the end of the Exercise Period, whichever is shorter,
                  the Option may be exercised to the extent that the Optionee
                  was entitled to exercise same under the Vesting Schedule at
                  the time of death.

                           (ii)     TERMINATION OF EMPLOYMENT BY REASON OF
                  DISABILITY. If the Optionee's employment with the Corporation
                  or its Subsidiaries terminates by reason of a permanent and
                  total disability of the Optionee, as determined by the
                  Committee under the Plan, then for a period of one year from
                  the date of such termination of employment or until the end of
                  the Exercise Period, whichever is shorter, the Option may be
                  exercised to the extent that the Optionee was entitled to
                  exercise same under the Vesting Schedule at the time of such
                  termination; provided, however, that if the Optionee should
                  die during such one year period, the unexercised portion of
                  the Option shall thereafter be exercisable, but only to the
                  extend that Optionee was entitled to exercise same under the
                  Vesting Schedule at the time of termination referenced to in
                  this Section 3(c)(ii), for a period of one year from the date
                  of such death or until the end of the Exercise Period,
                  whichever is shorter. If this Option is exercised after the
                  expiration of the exercise period that apply for purposes of
                  Section 422 of the Code, this Option shall thereafter be
                  treated as a Nonqualified Stock Option under the Plan.

                           (iii)    TERMINATION OF EMPLOYMENT BY REASON OF
                  RETIREMENT. If the Optionee's employment with the Corporation
                  or its Subsidiaries terminates by reason of normal or late
                  retirement of the Optionee under any retirement plan of the
                  Corporation or its Subsidiaries, then for a period of three
                  months from the date of such termination of employment or
                  until the end of the Exercise Period, whichever is shorter,
                  the Option may be exercised to the extent that the Optionee
                  was entitled to exercise same under the Vesting Schedule at
                  the time of such termination; provided, however, that if the
                  Optionee should die during such three month period, the
                  unexercised portion of the Option shall thereafter be
                  exercisable, but only to the extent that the Optionee was
                  entitled to exercise same under the Vesting Schedule at the
                  time of termination referenced to in this Section 3(c)(iii),
                  for a period of one year from the date of such death or until
                  the end of the Exercise Period, whichever is

                                       2

<PAGE>

                  shorter. If this Option is exercised after the expiration of
                  the exercise period that apply for purposes of Section 422 of
                  the Code, this Option shall thereafter be treated as a
                  Nonqualified Stock Option under the Plan.

                           (iv)     OTHER TERMINATION OF EMPLOYMENT. Except as
                  otherwise provided in Section 3(c)(vi) of this Agreement, if
                  the Optionee's employment with the Corporation or its
                  Subsidiaries terminates for any reason other than death,
                  disability, or retirement covered by Sections 3(c)(i), (ii),
                  or (iii) of this Agreement, then, for a period of three months
                  from the date of such termination of employment or until the
                  end of the Exercise Period, whichever is shorter, the Option
                  may be exercised to the extent that the Optionee was entitled
                  to exercise under the Vesting Schedule at the time of such
                  termination; provided, however, that the Optionee was not
                  involuntarily terminated by the Corporation for Cause. If the
                  Optionee should die during such three month period, then for a
                  period of one year from the date of death or until the end of
                  the Exercise Period, whichever is shorter, the Option may be
                  exercised to the extent that the Optionee was entitled to
                  exercise same under the Vesting Schedule at the time of
                  termination referenced in this Section 3(c)(iv). Following the
                  Optionee's termination of employment covered by this Section
                  3(c)(iv), no additional vesting of the Option shall occur
                  under the Vesting Schedule.

                           (v)      TERMINATION OF EMPLOYMENT FOR CAUSE.
                  Notwithstanding any other provision of this Agreement and
                  except as provided in Section 3(c)(vi), if the Optionee's
                  employment with the Corporation or its Subsidiaries is
                  involuntarily terminated by the Corporation or any Subsidiary
                  for Cause, the Option shall terminate immediately and shall be
                  null and void as of the time of such termination of
                  employment. As of the time of termination of employment for
                  Cause, the Option will no longer be exercisable and no Option
                  Shares may be purchased thereunder by the Optionee, and the
                  provisions of Section 6.10 of the Plan shall control the
                  procedures governing any exercise of the Option prior to such
                  termination for which no Option Shares have yet been delivered
                  to the Optionee.

                           (vi)     CHANGE OF CONTROL. In the event of a Change
                  of Control, subject to the provisions of the Plan, the Option
                  may be exercised in full, without regard to the Vesting
                  Schedule, following such a Change of Control until the end of
                  the Exercise Period. In the event of a termination of
                  employment of the Optionee following a Change of Control, the
                  Option shall not be terminated as a result of a termination of
                  employment covered by Sections 3(c)(i) through 3(c)(v) of this
                  Agreement and the Option shall continue to be exercisable in
                  accordance with the original terms of this Agreement, except
                  in the case of (A) the Optionee's death, then the Option shall
                  be exercisable only for a period of one year from the date of
                  death or the end of the Exercise Period, whichever is shorter,
                  or (B) the Optionee's termination for Cause in which case the
                  unexercised portion of this Option shall be governed by the
                  provisions set forth in Section 3(c)(v) of this Agreement.

         4.       METHOD OF EXERCISE.

                  (a)      NOTICE OF EXERCISE. In order to exercise any portion
of this Option, the Optionee shall notify the Corporation in writing of the
election to exercise the Option and the number of Option Shares in respect of
which the Option is being exercised. Such notice shall be delivered to

                                       3

<PAGE>

the Secretary of the Corporation and shall be accompanied with the Exercise
Price payable in the manner set forth in Section 4(b) below. The date specified
in Optionee's notice as the date of exercise of the Option shall be deemed to be
the Date of Exercise; provided, that, such date is at least five (5) days after
the giving of such notice and that payment in full for the Option Shares to be
purchased upon such exercise shall have been received by such date. Otherwise,
the Date of Exercise shall be the date on which all conditions for issuance of
Option Shares have been satisfied and such Option Shares have been issued by the
Corporation. The certificate or certificates for Shares as to which the Option
has been exercised shall be registered in the name of the Optionee.

                  (b)      PAYMENT OF EXERCISE PRICE. The Exercise Price for the
Option Shares to be purchased upon exercise of an Option, in whole or in part,
shall be paid to the Corporation in full on or before the Date of Exercise. The
Exercise Price shall be paid by Optionee in cash or by check deemed acceptable
to the Committee.

                  (c)      FAILURE TO PAY OR ACCEPT DELIVERY. If the Optionee
fails to pay for any of the Option Shares specified in its notice to exercise or
fails to accept delivery thereof, the Optionee's right to purchase such Option
Shares may be terminated by the Committee.

         5.       RESTRICTIONS ON EXERCISE. This Option may not be exercised if
the issuance of the Option Shares upon such exercise or the method of payment of
consideration for such Option Shares would constitute a violation of any
applicable federal or state securities law or any other law or regulation. As a
condition to the exercise of this Option, the Corporation may require the
Optionee to make any representation or warranty to the Corporation at the time
of exercise of the Option as in the opinion of legal counsel for the Corporation
may be required by any applicable law or regulation, including those
representations and warranties set forth in Section 11.1 of the Plan.
Accordingly, the stock certificates for the Option Shares issued upon exercise
of this Option may bear appropriate legends restricting transfer.

         6.       SALE OF COMMON STOCK UPON EXERCISE OF OPTION. Except as
provided in Section 5 of this Agreement, Common Stock acquired pursuant to the
exercise of this Option shall not be subject to any restrictions or
transferability under the Plan. The undersigned hereby acknowledges that a
transfer or other disposition of such Shares by the Optionee (other than by will
or the laws of descent and distribution) may not qualify for favorable tax
treatment under Section 421(a) of the Code if such transfer or other disposition
shall occur before the expiration of the later of: (a) the two year period
commencing on the Date of Grant of the Option, or (b) the one year period
commencing on the Date of Exercise of the Option.

         7.       NON-TRANSFERABILITY OF OPTION. Except as otherwise provided by
the Plan, this Option may be exercised during the lifetime of the Optionee only
by the Optionee and may not be transferred in any manner other than by will or
by the laws of descent and distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, and successors of the
Optionee.

         8.       ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. In the
event of changes in the capitalization or organization of the Corporation
(including, without limitation, a stock split or a stock dividend) or, if the
Corporation is a party to a merger or other corporate reorganization, the number
of Shares covered by this Option shall be adjusted in accordance with the
provisions of Section 4.3 of the Plan.

                                       4

<PAGE>

         9.       TERM OF OPTION. Unless modified, extended, or renewed in
accordance with Article IX of the Plan, this Option may not be exercised after
the expiration of the Exercise Period and may be exercised during such term only
in accordance with the Plan and the terms of this Option.

         10.      AMENDMENT OF OPTION. The Board of Directors or the Committee
may amend the Option and Plan at anytime, subject only to the limitations set
forth in Articles VIII and IX of the Plan and by applicable law.

         11.      NOT EMPLOYMENT OR CONSULTING CONTRACT. Nothing in this
Agreement or in the Plan shall confer upon the Optionee any right to continue in
the employ or service of the Corporation (or continue as a consultant of the
Corporation). This is not an employment or consulting contract.

         12.      INCOME TAX WITHHOLDING. The Optionee authorizes the
Corporation to withhold in accordance with applicable law from any compensation
payable to him or her any taxes required to be withheld by Federal, state or
local laws as a result of the exercise of this Option. Furthermore, in the event
of any determination that the Corporation has failed to withhold a sum
sufficient to pay all withholding taxes due in connection with the exercise of
this Option, the Optionee agrees to pay the Corporation the amount of any such
deficiency in cash within five (5) days after receiving a written demand from
the Corporation to do so, whether or not Optionee is an employee of the
Corporation at that time.

         13.      NOTICE. Any notice to the Corporation provided for in this
Agreement shall be delivered to the Secretary of the Corporation at the
executive offices located at 2412 Cortez Road West, Bradenton, Florida 34207,
and any notice to the Optionee shall be delivered to the Optionee at the current
address shown on the records of the Corporation. Any notice shall be deemed to
be duly given (i) three business days after deposit into the U.S. Mails by
registered or certified mail if and when properly addressed, postage prepaid, or
(ii) on the date delivered if and when hand delivered to the appropriate address
as determined above.

         14.      INCORPORATION BY REFERENCE. The Option is granted, and the
Option Shares will be issued, pursuant to the Plan, the terms and conditions of
which are incorporated herein by reference, and the Options and this Agreement
shall in all respects be interpreted in accordance with the Plan. The Committee
shall interpret and construe the Plan and this Agreement, and its
interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with respect
to any issue arising hereunder or thereunder.

         15.      GOVERNING LAWS. The validity, construction, interpretation,
and effect of this Agreement shall be governed by and determined in accordance
with the laws of the State of Florida.

                            [Signatures on Next Page]

                                       5

<PAGE>

                                    COAST FINANCIAL HOLDINGS, INC.,
                                    a Florida corporation

                                    By: _________________________________
                                    Name:  Gerald L. Anthony,
                                    Title: President & CEO

         The Optionee acknowledges receipt of a copy of the Plan and represents
that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions thereof. The
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board of Directors or the Committee upon any questions
arising under the Plan.

Dated: _____________________________                OPTIONEE: __________________
                                                              Printed Name

                                                              __________________
                                                              Signature

Signature Page to 2003 Incentive Stock Option Agreement

                                       6