<PAGE>
                                                                   EXHIBIT 10.3

                            SECOND AMENDMENT TO THE
                                EBANK.COM, INC.
                           1998 STOCK INCENTIVE PLAN

         WHEREAS, the Board of Directors of ebank.com, Inc., a Georgia
corporation (the "Company") approved the 1998 Stock Incentive Plan (the "Plan")
on September 1, 1998, the Office of Thrift Supervision approved the Plan on
January 25, 1999, and the shareholders of the Company approved the Plan on May
3, 1999; and

         WHEREAS, effective September 20, 1999, the Board of Directors approved
the First Amendment to the Plan; and

         WHEREAS, effective June 17, 2002, the Board of Directors approved the
following amendment to the Plan;

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1.       Amendment. The first paragraph of Section 5.1 of the Plan is
amended to read as follows:

         5.1      Limitations. The maximum number of shares that may be issued
hereunder shall initially be 220,000. The amount of Stock subject to the Plan
shall be increased as of September 20, 1999 and thereafter through and until
June 30, 2002 shall automatically be increased each time the Company issues
additional shares of Stock so that the total number of shares issuable
hereunder shall at all times equal 15% of the then outstanding shares of Stock
(rounded down to the nearest whole share), unless in any case the Board of
Directors adopts a resolution providing that the number of shares issuable
under this Plan shall not be so increased. If for any reason the total number
of shares issuable under this Plan exceeds 15% of the then outstanding shares
of Stock at any time prior to August 17, 2001 (the third anniversary of the
commencement of operations of Commerce Bank), then the number of shares
issuable under this Plan shall automatically be reduced to equal 15% of the
then outstanding shares of Stock (but only to the extent the shares are not
issuable pursuant to outstanding Options), unless the Company obtains approval
from the Office of Thrift Supervision that such a reduction is not required.
Notwithstanding the above, through and until June 30, 2002, the total number of
shares of Stock issuable pursuant to Incentive Stock Options may not be
increased to more than 220,000 (other than pursuant to antidilution
adjustments) without shareholder approval. Commencing on July 1, 2002 and
annually thereafter until July 1, 2008 (each such July 1 referred to herein as
an "Adjustment Date"), the maximum number of shares of Stock that may be issued
hereunder, whether pursuant to Incentive Stock Options or non-Incentive Stock
Options, shall not exceed (in the aggregate) the sum (the "Adjusted Maximum
Shares") of:

         (i) the maximum number of shares of Stock that may be issued hereunder
in accordance with the terms hereof as of the date immediately preceding such
applicable Adjustment Date (the "Pre-Adjustment Maximum Shares"), and

         (ii) the least or lesser (the "Added Shares") of:

                  (A) such number of shares by which (I) 15% of the outstanding
                  shares of Stock as of such applicable Adjustment Date
                  (rounded down to the nearest whole share), exceeds (II) the
                  Pre-Adjustment Maximum Shares (if the foregoing calculation
                  in this subparagraph (A) results in a negative number, the
                  result of such calculation shall be deemed to be zero for
                  purposes of this formula),


<PAGE>

                  (B) two million (2,000,000) shares of Stock (provided that
                  such number of shares shall be adjusted at the same time as,
                  and comparably and proportionately with, each and every
                  antidilution adjustment in the Shares made under Section 5.2
                  hereof), and

                  (C) such number of shares of Stock (which number shall be
                  less than each of (A) and (B)) as determined by the Board
                  with respect to such applicable Adjustment Date, if the Board
                  chooses, in its discretion, to determine any such lesser
                  number with respect to such applicable Adjustment Date.

In addition, the number of shares that may be issued hereunder shall be subject
to any antidilution adjustment pursuant to the provisions of Section 5.2
hereof. Any or all shares of Stock subject to the Plan may be issued in any
combination of Incentive Stock Options or non-Incentive Stock Options. Shares
subject to an Option may be either authorized and unissued shares or shares
issued and later acquired by the Company. The shares covered by any unexercised
portion of an Option that has terminated for any reason (except as set forth in
the following paragraph) may again be optioned under the Plan, and such shares
shall not be considered as having been optioned or issued in computing the
number of shares of Stock remaining available for option hereunder.

         2.       Approval.  Except as  hereinabove  amended and  modified,  the
Plan is approved,  ratified,  and affirmed  without further modification or
amendment.

         IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed as of June 17, 2002, in accordance with the authority provided by the
Board of Directors.

                                 ebank.com, Inc.


                                 By:  /s/ James L. Box
                                    -----------------------
                                        James L. Box
                                        President and Chief Executive Officer