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                                                                     EXHIBIT 4.5

                      FIRST COMMUNITY CAPITAL CORPORATION
                   FORM OF INCENTIVE STOCK OPTION AGREEMENT

                            (1996 STOCK OPTION PLAN)


     This Incentive Stock Option Agreement ("Option Agreement") is between First
Community Capital Corporation, a Texas corporation (the "Company"), and
______________________ (the "Optionee"), who agree as follows:

     1.   INTRODUCTION.  The Company has heretofore assumed and adopted the
First Community Capital Corporation 1996 Stock Option Plan (the "Plan") for the
purpose of providing key employees of the Company and its Affiliates (as defined
in the Plan), including First Community Bank, N.A. (the "Bank") (collectively
hereinafter referred to as the "Company"), with increased incentive to render
services, to exert maximum effort for the business success of the Company and to
strengthen the identification of key employees with the shareholders.  The
Company, acting through the Compensation Committee of its Board of Directors
(the "Committee"), has determined that its interests will be advanced by the
issuance to Optionee of an incentive stock option under the Plan.

     2.   OPTION.  Subject to the terms and conditions contained herein, the
Company, effective as of ____________ (the "Grant Date")  hereby irrevocably
grants to Optionee the right and option ("Option") to purchase from the Company
_________ shares of the Company's common stock, $0.01 par value ("Common
Stock"), at a price of $______ per share, which is deemed to be not less than
the fair market value of the Common Stock at the Grant Date of this Option.

     3.   OPTION PERIOD.  The Option herein granted may be exercised by Optionee
in whole or in part at any time during a ten year period beginning on the Grant
Date (the "Option Period"), subject to the limitation that said Option shall be
exercisable based on the number of full years of employment with the Company or
its Affiliates from the Grant Date, to the date of such exercise, in accordance
with the following schedule:

     Number of                                Number of
     Full Years                          Shares Purchasable
     ----------                          ------------------





Notwithstanding anything in this Option Agreement to the contrary, the
Committee, in its sole discretion may waive the foregoing schedule of vesting
and upon written notice to Optionee, accelerate the earliest date or dates on
which any of the Options granted hereunder are exercisable.

     4.   PROCEDURE FOR EXERCISE.  The Option herein granted may be exercised by
the delivery by Optionee of written notice to the Secretary of the Company
setting forth the number of shares of
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Common Stock with respect to which the Option is being exercised. The notice
shall be accompanied (i) at the election of the Optionee, by cash, cashier's
check, bank draft, or postal or express money order payable to the order of the
Company, (ii) as allowed by the Committee, by certificates representing shares
of Common Stock theretofore owned by Optionee duly endorsed for transfer to the
Company, or (iii) any combination of the preceding, equal in value to the
aggregate exercise price. Notice may also be delivered by fax or telecopy
provided that the exercise price of such shares is received by the Company via
wire transfer on the same day the fax or telecopy transmission is received by
the Company. The notice shall specify the address to which the certificates for
such shares are to be mailed. An option to purchase shares of Common Stock in
accordance with this Plan shall be deemed to have been exercised immediately
prior to the close of business on the date (i) written notice of such exercise
and (ii) payment in full of the exercise price for the number of shares for
which Options are being exercised are both received by the Company and Optionee
shall be treated for all purposes as the record holder of such shares of Common
Stock as of such date.

     As promptly as practicable after receipt of such written notice and
payment, the Company shall deliver to Optionee certificates for the number of
shares with respect to which such Option has been so exercised, issued in
Optionee's name or such other name as Optionee directs; provided, however, that
such delivery shall be deemed effected for all purposes when a stock transfer
agent of the Company shall have deposited such certificates in the United States
mail, addressed to Optionee at the address specified pursuant to this Section 4.

     5.   TERMINATION OF EMPLOYMENT.  Except as provided below, if Optionee
ceases to be employed by the Company or its Affiliates for any reason other than
death or disability, any Option which is exercisable on the date of such
termination of employment shall expire three months after such termination of
employment, but in no event may the Option be exercised after the end of the
Option Period.  If Optionee's employment is terminated because of Optionee's
theft or embezzlement from the Company, disclosure of trade secrets of the
Company or the commission of a willful, felonious act while in the employment of
the Company (such reasons shall hereinafter collectively be referred to as "for
cause"), then any Option or unexercised portion thereof granted to Optionee
shall expire upon such date of such termination of employment.

     6.   DISABILITY OR DEATH.  In the event Optionee dies or is determined to
be disabled while Optionee is employed by the Company or its Affiliates, the
options previously granted to Optionee may be exercised (to the extent Optionee
would have been entitled to do so at the date of death or the determination of
disability) at any time and from time to time, within a one year period after
such death or determination of disability, by the Optionee, the guardian of
Optionee's estate, the executor or administrator of Optionee's estate or by the
person or persons to whom Optionee's rights under this Option Agreement shall
pass by will or the laws of descent and distribution, but in no event may the
Option be exercised after the end of the Option Period.  An Optionee shall be
deemed to be disabled if, in the opinion of a physician selected by the
Committee, Optionee is incapable of performing services for the Company or its
Affiliates of the kind Optionee was performing at the time the disability
occurred by reason of any medically determinable physical or mental impairment
which can be expected to result in death or to be of long, continued and
indefinite duration.  The date

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of determination of disability for purposes hereof shall be the date of such
determination by such physician.

     7.   TRANSFERABILITY.  This Option shall not be transferable by Optionee
otherwise than by Optionee's will or by the laws of descent and distribution.
During the lifetime of Optionee, the Option shall be exercisable only by
Optionee or his or her authorized legal representative.  Any heir or legatee of
Optionee shall take rights herein granted subject to the terms and conditions
hereof. No such transfer of this Option Agreement to heirs or legatees of
Optionee shall be effective to bind the Company unless the Company shall have
been furnished with written notice thereof and a copy of such evidence as the
Committee may deem necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and conditions hereof.

     8.   NO RIGHTS AS STOCKHOLDER.  Optionee shall have no rights as a
stockholder with respect to any shares of Common Stock covered by this Option
Agreement until the Option is exercised by written notice and accompanied by
payment as provided in Section 4 of this Option Agreement.

     9.   EXTRAORDINARY CORPORATE TRANSACTIONS.  The existence of outstanding
Options shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issuance of
Common Stock or subscription rights thereto, or any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceedings, whether of a similar character or otherwise.
If the Company undergoes a "Fundamental Change" or a "Corporate Change" (as
defined in the Plan), the Options granted hereunder shall be governed by Section
6(j) of the Plan.

     10.  CHANGES IN CAPITAL STRUCTURE.  If the outstanding shares of Common
Stock or other securities of the Company, or both, for which the Option is then
exercisable shall at any time be changed or exchanged by declaration of a stock
dividend, stock split, combination of shares, recapitalization or
reorganization, the number and kind of shares of Common Stock or other
securities subject to the Plan or subject to the Option and the exercise price
shall be appropriately and equitably adjusted so as to maintain the
proportionate number of shares or other securities without changing the
aggregate exercise price.

     11.  COMPLIANCE WITH SECURITIES LAWS.  Upon the acquisition of any shares
pursuant to the exercise of the Option herein granted, Optionee (or any person
acting under Section 7) will enter into such written representations, warranties
and agreements as the Company may reasonably request in order to comply with
applicable securities laws or with this Option Agreement.

     12.  COMPLIANCE WITH LAWS.  Notwithstanding any of the other provisions
hereof, Optionee agrees that he or she will not exercise the Option granted
hereby, and that the Company will not be obligated to issue any shares pursuant
to this Option Agreement, if the exercise of the

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Option or the issuance of such shares of Common Stock would constitute a
violation by Optionee or by the Company of any provision of any law or
regulation of any governmental authority.

     13.  NO RIGHT TO EMPLOYMENT.  Optionee who is an employee shall be
considered to be in the employment of the Company or its Affiliates so long as
he or she remains an employee of the Company or its Affiliates.  Any questions
as to whether and when there has been a termination of such employment and the
cause of such termination shall be determined by the Committee, and its
determination shall be final.  Nothing contained herein shall be construed as
conferring upon Optionee the right to continue in the employ of the Company, nor
shall anything contained herein be construed or interpreted to limit the
"employment at will" relationship between Optionee and the Company.

     14.  RESOLUTION OF DISPUTES.  As a condition of the granting of the Option
hereby, Optionee, and Optionee's heirs, personal representatives and successors
agree that any dispute or disagreement which may arise hereunder shall be
determined by the Committee in its sole discretion and judgment, and that any
such determination and any interpretation by the Committee of the terms of this
Option Agreement shall be final and shall be binding and conclusive, for all
purposes, upon the Company, Optionee, and Optionee's heirs, personal
representatives and successors.

     15.  LEGENDS ON CERTIFICATE.  The certificates representing the shares of
Common Stock purchased by exercise of the Option will be stamped or otherwise
imprinted with legends in such form as the Company or its counsel may require
with respect to any applicable restrictions on sale or transfer and the stock
transfer records of the Company will reflect stop-transfer instructions with
respect to such shares.

     16.  NOTICES.  Every notice hereunder shall be in writing and shall be
given by registered or certified mail or by fax.  All notices of the exercise of
any Option hereunder shall be directed to First Community Capital Corporation,
14200 Gulf Freeway, Houston, Texas 77034, Attention: Secretary.  Any notice
given by the Company to Optionee directed to Optionee at the address on file
with the Company shall be effective to bind Optionee and any other person who
shall acquire rights hereunder.  The Company shall be under no obligation
whatsoever to advise Optionee of the existence, maturity or termination of any
of Optionee's rights hereunder and Optionee shall be deemed to have familiarized
himself or herself with all matters contained herein and in the Plan which may
affect any of Optionee's rights or privileges hereunder.

     17.  CONSTRUCTION AND INTERPRETATION.  Whenever the term "Optionee" is used
herein under circumstances applicable to any other person or persons to whom
this award, in accordance with the provisions of Section 7 hereof, may be
transferred, the word "Optionee" shall be deemed to include such person or
persons.  References to the masculine gender herein also include the feminine
gender for all purposes.

     18.  NOTICE OF DISPOSITION.  If Optionee disposes of any shares of Common
Stock acquired pursuant to the exercise of an Option granted hereunder prior to
the earlier of (i) two years from the date of this Option Agreement or (ii) one
year from the date the shares of Common Stock were acquired, Optionee shall
notify the Company of such disposition within ten days of its

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occurrence and deliver to the Company any amount of federal or state income tax
withholding required by law. Payment of the withholding shall be made in
accordance with Section 10 of the Plan. If the Optionee fails to pay the
withholding tax, the Company is authorized to withhold from any cash
remuneration then or thereafter payable to the Optionee any tax required to be
withheld by reason of any disposition named herein.

     19.  AGREEMENT SUBJECT TO PLAN.  This Option Agreement is subject to the
Plan.  The terms and provisions of the Plan (including any subsequent amendments
thereto) are hereby incorporated herein by reference thereto.  In the event of a
conflict between any term or provision contained herein and a term or provision
of the Plan, the applicable terms and provisions of the Plan will govern and
prevail.  All definitions of words and terms contained in the Plan shall be
applicable to this Option Agreement.

     20.  BINDING EFFECT.  This Option Agreement shall be binding upon and inure
to the benefit of any successors to the Company and all persons lawfully
claiming under Optionee as provided herein.

     IN WITNESS WHEREOF, this Incentive Stock Option Agreement has been executed
as of the ____ day of ______________, 200__.

                              FIRST COMMUNITY CAPITAL CORPORATION

ATTEST:
                              By:
                                    ------------------------------------
                              Name:
----------------------              ------------------------------------
                              Title:
                                    ------------------------------------

                              OPTIONEE


                              ---------------------------------------
                              Name:

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