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                                                                  EXHIBIT 10 (d)

                              VALRICO BANCORP, INC.
                             1998 STOCK OPTION PLAN

                                    ARTICLE I
                                   Definitions

Section 1.1 Definitions. As used herein, the following terms shall have the
meaning set forth below, unless the context clearly requires otherwise:

(a)  "Applicable Event" shall mean (i) the expiration of a tender offer or
     exchange offer (other than an offer by the Company) pursuant to which more
     than 30% of the Company's issued and outstanding stock has been purchased,
     or (ii) the approval by the shareholders of the Company of an agreement to
     merge or consolidate the Company with or into another entity where the
     Company is not the surviving entity, an agreement to sell or otherwise
     dispose of all or substantially all of the Company's assets (including a
     plan of liquidation), or the approval by the shareholders of the Company of
     an agreement to merge or consolidate the Company with or into another
     entity where the Company is the surviving entity, pursuant to which more
     than 25% of the Company's issued and outstanding stock has been
     transferred.

(b)  "Bank" shall mean Valrico State Bank, and any subsidiary of Valrico State
     Bank or Valrico Bancorp, Inc.

(c)  "Committee" shall mean a Committee consisting of the members of the Board
     of Directors of the Company or Bank, or in the absence of the designation
     of a Committee, the Board of Directors.

(d)  "Company shall mean Valrico Bancorp, Inc.

(e)  "Director" shall mean a member of the Board of Directors of the Company
     and/or the Bank.

(f)  "Effective Date" with respect to the Plan shall mean the date specified in
     Section 2.3 as the Effective Date.

(g)  "Fair Market Value" with respect to a share of Stock shall mean the fair
     market value of the Stock, as determined by application of such reasonable
     valuation methods as the Committee shall adopt or apply. The Committee's
     determination of Fair Market Value shall be conclusive and binding on the
     Company and the Optionee.

(h)  "Option" shall mean an option to purchase Stock granted pursuant to the
     provisions of the Plan. Options granted under the Plan shall be
     Non-qualified Stock Options.

(i)  "Optionee" shall mean a director, officer or employee of the Bank or the
     Company to whom an Option has been granted.

(j)  "Plan" shall mean the Valrico Bancorp, Inc. 1998 Stock Option Plan, the
     terms of which are set forth herein.

(k)  "Plan Year" shall mean the twelve-month period beginning on the Effective
     Date, and each twelve-month period thereafter beginning on the anniversary
     date of the Effective Date.

(l)  "Stock" shall mean the Common Stock of the Company or, in the event that
     the outstanding shares of Stock are changed into or exchanged for shares of
     a different stock or securities of the Company or some other entity, such
     other stock or securities.

(m)  "Stock Option Agreement" shall mean the agreement between the Company and
     the Optionee under which the Optionee may purchase Stock pursuant to the
     terms of the Plan.
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ARTICLE II
The Plan

Section 2.1 Name. This plan shall be known as the "Valrico Bancorp, Inc. 1998
Stock Option Plan"

Section 2.2 Purpose. The purpose of the Plan is to advance the interests of the
Company and its shareholders by affording to Directors and officers of the
Company and the Bank an opportunity to acquire or increase their proprietary
interest in the Company by the grant to such persons of Options under the terms
set forth herein. By encouraging such persons to become owners of the Company,
the Company seeks to attract, motivate, reward and retain those highly competent
individuals upon whose judgement, initiative, leadership and efforts the success
of the Company depends.

Section 2.3 Effective Date and Term. The Plan shall be effective as of December
15, 1998. The Plan shall terminate upon the tenth anniversary of the Effective
Date.

                                   ARTICLE III
                                 Administration

Section 3.1 Administration.

(a)  The Plan shall be administered by the Committee. Subject to the express
     provisions of the Plan, the Committee shall have sole discretion and
     authority to determine from time to time the individuals to whom Options
     may be granted, the number of shares of Stock to be subject to each
     Optionee, the period during which such Option may be exercised and the
     price at which such Option may be exercised.

(b)  Meetings of the Committee shall be held at such times and places as shall
     be determined from time to time by the Committee. A majority of the members
     of the Committee shall constitute a quorum for the transaction of business
     and the vote of a majority of those members presents at any meeting shall
     decide any question brought before the meeting. In addition, the Committee
     may take any action otherwise proper under the Plan by the affirmative
     vote, taken without a meeting, of a majority of the members.

(c)  No member of the Committee shall be liable for any act or omission of any
     other member of the Committee or for any act of omission on his own part,
     including, but not limited to, the exercise of any power or discretion
     given to him under the Plan, except those resulting from his own gross
     negligence or willful misconduct. All questions of interpretations and
     application with respect to the Plan or Options granted thereunder shall be
     subject to the determination, which shall be final and binding, of a
     majority of the whole Committee.

Section 3.2 Company Assistance. The Company and the Bank shall supply full and
timely information to the Committee on all matters relating to eligible
employees, their employment, death, retirement, disability or other termination
of employment and such other pertinent facts as the Committee may require. The
Company and the Bank shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties.

                                   ARTICLE IV
                                    Optionees

Section 4.1 Eligibility. Directors and officers of the Company and the Bank
shall be eligible to participate in the Plan. The Committee may grant Options to
any eligible individual pursuant to the Plan.
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                                    ARTICLE V
                         Shares of Stock Subject to Plan

Section 5.1 Grant of Options and Limitations.

(a)  Initial Plan Year. For the initial Plan Year, the Committee shall grant
     Options according to the following schedule:

          1. Each person who is a Director of the Company as of the Effective
     Date shall receive Options for 4,703 shares of Stock, except for the
     Chairman of the Board who shall receive Options for 7,489; provided that
     the granting of all such Options pursuant to this section shall be subject
     to the written surrender by such Optionees of all options granted to them
     under the Valrico State Bank Option Plan adopted August 29, 1989, which
     plan was assumed by the Company after its acquisition of the Bank.

          2. Such other individuals, excluding individuals identified in Section
     5.1 (a)(1), as are designated by the Committee shall be eligible to receive
     Options for the number of shares of Stock determined by the Committee.

(b)  Subsequent Years. As of the first day of each subsequent Plan Year, Options
     may be granted to such individuals as are designated by the Committee as
     eligible to receive Options for the number of shares of Stock as determined
     by the Committee in its sole discretion.

(c)  Stock Available for Options. Subject to adjustment pursuant to the
     provisions of Section 8.4 hereof, the aggregate number of shares with
     respect to which Options may be granted during the term of the Plan shall
     not exceed Sixty-five Thousand (65,000) shares of Stock. Shares with
     respect to which Options may be granted may be either authorized and
     unissued shares or shares issued and thereafter acquired by the Company.

Section 5.2 Options Under the Plan. Shares of Stock with respect to which an
Option granted hereunder shall have been exercised shall not again be available
for grant hereunder. If Options granted hereunder shall expire, terminate or be
canceled for any reason without being wholly exercised, new Options may be
granted hereunder covering the number of shares to which such Option expiration,
termination or cancellation relates.

                                   ARTICLE VI
                                     Options

Section 6.1 Option Grant and Agreement. Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of at least a majority
of the members of the Committee and by a written Stock Option Agreement dated as
of the date of grant and executed by the Company and the Optionee. The Stock
Option Agreement shall set forth such terms and conditions as may be determined
by the Committee consistent with the Plan.

Section 6.2 Option Price. The exercise price of the Stock subject to each Option
shall not be less than the Fair Market Value of the Stock on the date the Option
is granted.

Section 6.3 Option Grant and Exercise Periods. No Option may be granted after
the tenth anniversary of the Effective Date. The period for exercise of each
Option shall be determined by the Committee subject to the provisions of Section
6.4(c) hereof.

Section 6.4 Option Exercise.

(a)  The Company shall not be required to sell or issue shares under any Option
     if the issuance of such shares shall constitute or result in a violation by
     the Optionee or the Company of any provisions of any law, statute or
     regulation of any governmental authority. Specifically, in connection with
     the Securities Act of 1933 (the "Act"), upon exercise of any Option, the
     Company shall not be required to issue such shares unless the Committee has
     received evidence satisfactory to it to the effect that registration under
     the Act and applicable state securities laws is not required or unless the
     offer and sale of securities under the Plan is registered or qualified
     under the Act and applicable state laws. Any determination in this
     connection by the Committee shall be final, binding and conclusive. If
     shares are issued under any Option without registration under the Act or
     applicable state securities laws, the Optionee may be required to accept
     the shares subject to such restrictions on transferability as may in the
     reasonable judgment of the Committee be required 
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     to comply with exemptions from registrations under such laws. The Company
     may, but shall in no event be obligated to, register any securities covered
     hereby pursuant to the Act of applicable state securities laws. The Company
     shall not be obligated to take any other affirmative action in order to
     cause the exercise of an Option or the issuance of shares pursuant thereto
     to comply with any law or regulation of any governmental authority.

(b)  Subject to Section 6.4(c) and such terms and conditions as may be
     determined by the Committee in its sole discretion upon the grant of an
     Option, an Option may be exercised in whole or in part and from time to
     time by delivering to the Company at its principal office written notice of
     intent to exercise the Option with respect to a specified number of shares.

(c)  An Option shall be exercisable immediately upon receipt and shall not be
     subject to any further vesting period, unless such a vesting period shall
     be specifically set forth in the Stock Option Agreement awarding such
     Option.

(d)  Subject to such terms and conditions as may be determined by the Committee
     in its sole discretion upon grant of any Option, payment for the shares to
     be acquired pursuant to exercise of the Option shall be made as follows:

          1. by delivering to the Company at its principal office a check
     payable to the order of the Company, in the amount of the Option price for
     the number of shares of Stock with respect to which the Option is then
     being exercised; or

          2. by delivering to the Company at its principal office certificates
     representing Stock, duly endorsed for transfer to the Company, having an
     aggregate Fair Market Value as of the date of exercise equal to the amount
     of the Option price, for the number of shares of Stock with respect to
     which the Option is then being exercised; or

          3. by use of a "cashless exercise" which shall mean the issuance by
     the Company, in exchange for the cancellation of the Option, shares of the
     Company equal in "market value" to the difference between the then current
     market value of the Company's shares and the Option exercise price. Use of
     a cashless exercise is dependent upon the Company and the Optionee agreeing
     upon the market value of the Company's shares at the date of proposed
     exercise. In the event that the Company and the Optionee are unable to
     agree on the market value of the Company's shares, Optionee shall not be
     entitled to utilize a cashless exercise to pay for such Options; or

          4. by any combination of payments delivered pursuant to paragraphs
     (d)(1), (d)(2) and (d)(3) above.

Section 6.5 Rights as Shareholder. An Optionee shall have no rights as a
shareholder of the Company with respect to any share subject to such Option
prior to the exercise of the Option and the purchase of such shares.

Section 6.6 Limited Rights. Within the earlier of (i) 90 days after the
occurrence of an Applicable Event, or (ii) 90 days following the date on which
the Company obtains knowledge of and notifies an Optionee of an Applicable
Event, an Optionee shall have the right (without regard to any limitation on the
exercise of Options set forth in the Stock Option Agreement) to exercise Options
then held by such Optionee.

                                   ARTICLE VII
                 Termination, Amendment and Modification of Plan

The Plan shall expire with respect to the granting of Stock Options ten (10)
years following the effective date of the Plan; provided, however, that the time
period for the exercise of outstanding Options shall not be limited by the
expiration of the date for granting of new Options under the Plan. The Board of
Directors of the Company may at any time and from time to time and in any
respect amend, modify or terminate the Plan, provided, however, that such shall
not materially adversely affect any Stock Option Agreement previously executed
pursuant to the Plan without the consent of the affected Optionee.

                                  ARTICLE VIII
                                  Miscellaneous

Section 8.1 Transferability. During the Grantee's Lifetime, any Option may be
      exercised only by the Grantee or any guardian or legal representative of
      the Grantee, and the Option shall not be transferable except: (i) in case
      of the death of the Grantee, by will or the laws of descent and
      distribution; (ii) as specifically permitted by and solely to the extent
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      permitted in the Stock Option Agreement; or (iii) to an immediate family
      member, a partnership consisting solely of immediate family members or
      trusts for the benefit of the Optionee or any of Optionees immediate
      family members.

Section 8.2 Designation of Beneficiary. A participant may file a written
      designation of a beneficiary who is to receive any stock obtained
      hereunder. Such designation of beneficiary may be changed by the
      participant at any time by written notice to the Treasurer of the Company.
      Upon the death of a participant and upon receipt by the Company of proof
      of identity and existence at the participant's death of a beneficiary
      validly designated by him under the Plan, the Company shall deliver such
      stock to such beneficiary. In the event of the death of a participant and
      in the absence of a beneficiary validly designated under the Plan who is
      living at the time of such participant's death, the Company shall deliver
      such stock to the executor or administrator of the estate of the
      participant, or if no such executor or administrator has been appointed
      (to the knowledge of the Company), the Company, in its discretion, may
      deliver such stock to the spouse or to any one or more dependents of the
      participant as the Company may designate. No beneficiary shall, prior to
      the death of the participant by whom he has been designated, acquire any
      interest in the stock credited to the participant under the Plan.

Section 8.3 Effect of Termination of Employment/Affiliation or Death.

(a)  If an Optionee's status as a Director or as an Employee of the Company or
     the Bank terminates for any reason, other than the death, disability or
     termination of service after attainment of age 65, before the date of
     expiration of Stock Options held by such Optionee, such Stock Options shall
     become null and void on the 90th day following the date of such
     termination. An Optionee who terminates employment with the Company or the
     Bank, but retains his status as a Director is not considered terminated for
     purposes of this Section 8.3. The date of such termination shall be the
     date the Optionee ceases to be a Director or an employee of the Company or
     the Bank.

(b)  If an Optionee dies before the expiration of Stock Options held by the
     Optionee, such Stock Options shall terminate on the earlier of (i) the date
     of expiration of the Stock Options or (ii) one year following the date of
     the Optionee's death. The executor or administrator or personal
     representative of the estate of a deceased Optionee, or the person or
     persons to whom a Stock Option granted hereunder shall have been validly
     transferred by the executor or the administrator or the personal
     representative of the Optionee's estate, shall have the right to exercise
     the Optionee's Stock Option. To the extent that such Stock Options would
     otherwise be exercisable under the terms of the Plan and the Optionee's
     Stock Option Agreement, such exercise may occur at any time prior to the
     termination date specified in this paragraph.

(c)  If an Optionee separates from service after attainment of age 65 before the
     expiration of Stock Options held by the Optionee, such Stock Options shall
     terminate on the earlier of (i) the date of expiration of the Stock Options
     or (ii) two years following the date of the Optionee's termination of
     service.

(d)  If an Optionee becomes totally disabled before the expiration of Stock
     Options held by the Optionee, such Stock Options shall terminate on the
     earlier of (i) the date of expiration of the Stock Options or (ii) one year
     following the date of the Optionee's termination of service due to
     disability.

(e)  With respect to any option granted pursuant to this Plan to a Director or
     an employee of the Company or the Bank, in the event that such person shall
     be terminated "for cause," then all Options granted to such person shall be
     null an void as of 12:01 a.m. of the date of termination.

     For purposes of this Plan, termination "for cause" shall be defined to
     include, but shall not be limited to, termination resulting from acts of
     the person which constitute embezzlement, theft or similar defalcation of
     the Company and/or the Bank or for a violation of FIRREA, FIDICIA, the Bank
     Secrecy Act, the Money Laundering Control Act or Rule 10B-5 under the
     Securities and Exchange Act of 1934 and any amendments thereof promulgated
     hereafter.

Section 8.4 Antidulution. The aggregate number and kind of shares subject to
Options which may be granted hereunder shall be adjusted accordingly in the
event that the outstanding shares of Stock are changed into or exchanged for a
different number or kind of shares or other securities of the Company or another
entity by reason or any merger, consolidation, reorganization, recapitalization,
reclassification, combination, stock split or stock dividend. The foregoing
adjustments and the manner of application of the foregoing provisions shall be
determined solely by the Committee and any such adjustment may provide for the
elimination of fractional share interests.
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Section 8.5 Application of Funds. The proceeds received by the Company from the
sale of Stock pursuant to Options shall be used for general corporate purposes.

Section 8.6 Tenure. Nothing in the Plan or in any Stock Option Agreement
relating thereto shall confer upon any Director, or upon any officer or
employee, the right to continue in such position with the Company or the Bank.

Section 8.7 Other Compensation Plans. The adoption of the Plan shall not affect
any other stock option, incentive or other compensation plans in effect for the
Company or the Bank, nor shall the Plan preclude the Company or the Bank from
establishing any other forms of incentive or other compensation for Directors,
officers or employees of the Company or the Bank.

Section 8.8 No Obligation to Exercise Options. The granting of an Option shall
impose no obligation upon the Optionee to exercise such Option.

Section 8.9 Plan Binding on Successors. The Plan and any Options issued
hereunder shall be binding upon the successors and assigns of the Company.

Section 8.10 Singular. Plural Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine.

Section 8.11 Headings, Etc., No Part of Plan. Headings of Articles and Sections
hereof are inserted for convenience of reference; they constitute no part of the
Plan.

Section 8.12 Governing Law. Except as otherwise required by law, the validity,
construction and administration of this Plan shall be determined under the Laws
of the State of Florida.


Signed as of this 15th day of December, 1998.

VALRICO BANCORP, INC.


By: _______________________________________
    J.E. McLean, III, Chairman of the Board