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                                                                   EXHIBIT 10(b)

                             SNB BANCSHARES, INC.
                       1996 INCENTIVE STOCK OPTION PLAN         DATE OF ADOPTION
                                                                     MAY 1996

1.  Purpose.

    (a) This 1996 Incentive Stock Option Plan (the "Plan") document is intended
to implement and govern the Incentive Stock Option Plan of SNB Bancshares, Inc.,
a Georgia corporation ("Company"), and its subsidiary corporation, Security
National Bank ("Bank"). It provides for the granting of options that are
intended to qualify as incentive stock options ("Incentive Stock Options")
within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code").

    (b) The purpose of this Plan is to further the interests of the Company by
assisting the Bank in retaining and developing strong management and inducing
individuals to become and remain employees of the Bank. The Plan is intended to
accomplish this purpose by allowing the Company to grant options ("Options") to
purchase shares of the Company's $1.00 par value common stock ("Common Stock").
For purposes of the Plan, "Parent Corporation" and "Subsidiary Corporation"
shall mean corporations as defined in Sections 424(e) and 424(f), respectively,
of the Code.

2.  Administration.

    (a) The Plan shall be administered by the Board of Directors (the "Board")
or by a committee ("Committee") appointed by the Board and consisting of not
less than two Board members. (For purposes of this plan document, the term
"Board" shall mean the Committee to the extent that the Board's powers have been
delegated to the Committee.)

    (b) The Board shall have sole authority in its absolute discretion to (i)
determine which officers or other key employees of the Bank shall receive
Options ("Optionees"), and (ii) subject to the express provisions of this Plan,
to determine the time when Options shall be granted, the terms and conditions of
Options other than those terms and conditions fixed under this Plan, and the
number of shares which may be issued upon exercise of the Options. The Board
shall adopt by resolution such rules and regulations as may be required to carry
out the purposes of the Plan and shall have authority to do everything necessary
or appropriate to administer the Plan. All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionees.
Administration of the Plan with respect to members of the Committee shall not be
delegated, but shall at all times remain vested in the Board. The Board may from
time to time remove members from, or add members to, the Committee and vacancies
on the Committee shall be filled by the Board. Furthermore, the Board at any
time by resolution may abolish the Committee and revest in the Board the
administration of the Plan.




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     (c) With respect to Options granted to an employee who is also a member of
the Board, the Board shall take action by a vote sufficient without counting the
vote of such member of the Board, although such member of the Board may be
counted in determining the presence of a quorum at a meeting of the Board which
authorizes the granting of Options to such member of the Board.

     (d) The Committee, if appointed pursuant to this Section 2. shall report to
the Board the name of the employees granted Options, the number of shares
covered by each Option and the terms and conditions of each such Option.


3.   Eligibility. Persons who shall be eligible to receive Options under the
Plan shall be officers and other key employees of the Bank who render those
types of services which contribute materially to the success of the Bank. The
determination as to whether an officer or other key employee is eligible to
receive Options hereunder shall be made by the Board in its sole discretion, and
the decision of the Board shall be binding and final.

4.   Number of Shares. The maximum aggregate number of shares which may by
optioned and sold under the Plan is 32,500 shares of authorized but unissued or
treasury shares of Common Stock of the Company. In the event that Options
granted under the Plan shall terminate or expire without being exercised, in
whole or in part, the shares subject to such unexercised Options shall again
become available for the granting of an Option under this Plan.

5. Option Price. The option price ("Option Price") for shares of Common Stock to
be issued under the Plan shall be equal to or greater than the fair market value
of such shares on the date on which the Option covering such shares is granted,
except that if on the date on which such Option is granted the Optionee is a
Restricted Shareholder (as defined hereinafter), then such Option Price shall be
equal to or greater than one hundred ten percent (110%) of the fair market value
of the shares on the date such Option is granted. For the purposes of the Plan,
a "Restricted Shareholder" is an individual who, at the time an Option is
granted under the Plan, owns stock possessing more than ten percent (10%) of the
total combined vesting power of all classes of stock of the Bank, with stock
ownership to be determined in light of the attribution rules set forth in
Section 424(d) of the Code. The fair market value of shares of Common Stock for
all purposes of the Plan shall be determined by the Board in its sole
discretion, exercised in good faith.

6.   Term of the Plan. The Plan shall be effective as of May __, 1996 and
shall continue in effect for ten (10) years thereafter until May __, 2006,
unless terminated earlier. No Option may be granted pursuant hereto after
May __, 2006.


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7.  Exercise of Options. Subject to the limitations set forth herein and/or in
any applicable Stock Option Agreement entered into hereunder, Options granted
under the Plan shall be exercisable in accordance with the following rules:

    (a) General. Subject to the other provisions of this Section 7, Options
shall vest and become exercisable at such times and in such installments as the
Board shall provide in each individual Stock Option Agreement. Notwithstanding
the foregoing, the Board may in its sole discretion, accelerate the time at
which an Option or installment thereof may be exercised.

    (b) Termination of Options. All installments of an Option shall expire and
terminate on such date as the Board shall determine, but in no event later than
ten (10) years (five (5) years in the case of a Restricted Shareholder) from the
date such Option was granted ("Option Termination Date"). Unless provided
otherwise in this Section 7 or in the Stock Option Agreement pursuant to which
an Option is granted, an Option shall vest and may be exercised as provided in
such Stock Option Agreement and at any time thereafter until, and including, the
day before the Option Termination Date.

    (c) Change in Control.

        (i) In the event that the employment of an Optionee with the Company or
Bank is terminated, voluntarily or involuntarily, by reason of a Change in
Control (as defined hereinafter), any Options granted pursuant hereto which have
not vested as of the date of such Optionee's termination of employment by reason
of a Change in Control shall become vested and exercisable on the Optionee's
date of termination. All vested and exercisable Options granted pursuant hereto
to such Optionee shall be exercisable until the earlier of the Option
Termination Date or the date thirty (30) days after the date of such Optionee's
date of termination. Provided, however, if such Optionee should breach any
covenant regarding proprietary information or other protective covenants of an
employment agreement with the Company or Bank following termination, then any
Option granted pursuant hereto by not exercised as of the date of such breach
shall be immediately forfeited. As used herein, a "Change in Control" shall mean
either: (1) the acquisition, directly or indirectly, by any "person" (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended) within any twelve (12) month period of securities of the Company or
Bank representing any aggregate of thirty percent (30%) or more of the combined
voting power of the Parent Corporation's or Subsidiary Corporation's then
outstanding securities; (2) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Company or Bank, cease for any reason to constitute a majority
thereof, unless each new director was nominated by the directors then still in
office who


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were directors at the beginning of the period; (3) consummation of a merger,
consolidation or other business combination of the Company or Bank with any
other "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) or affiliate thereof, other than a
merger, consolidation or business combination which would result in the
outstanding common stock of the Company or Bank immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into common stock of the surviving entity or a parent or affiliate thereof) at
least sixty percent (60%) of the common stock of the Company or Bank, or such
surviving entity or a parent or affiliate thereof outstanding immediately after
such merger, consolidation or business combination; (4) consummation of a plan
of complete liquidation or the Company or Bank; or (5) the sale or disposition
by the Company or Bank of all or substantially all the assets of the Company or
Bank to an unaffiliated third party.

        (ii) Upon the consummation of any Change in Control specified in Section
7(c)(i) above, the Plan and any unexercised Options issued hereunder (or any
unexercised portion thereof) shall terminate and cease to be effective, unless
provision is made in connection with such transaction for assumption of Options
previously granted or the substitution for such Options of new options covering
the securities of a successor corporation or an affiliate thereof, with
appropriate adjustments as to the number and kind of securities and prices. Any
change or adjustment made pursuant to the terms of this Section 7(c)(ii) shall
be made in such a manner so as not to constitute a "modification" as defined in
Section 424(h) of the Code and so as not to cause any Incentive Stock Option
issued under the Plan to fail to continue to qualify as an Incentive Stock
Option as defined in Section 422(b) of the Code.

    (d) Death or Disability of Optionee While Employed.

        (i) In the event that the employment of an Optionee with the Company or
Bank is terminated by reason of such Optionee's death, any Options granted
pursuant hereto which have not vested as of the date of such Optionee's death
shall become vested and exercisable on the date of Optionee's death. All vested
and exercisable Options granted pursuant hereto to such Optionee shall be
exercisable until the earlier of the Option Termination Date or the date thirty
(30) days after the date of qualification of such Optionee's personal
representative. Any such vested Option of a deceased Optionee may be exercised
prior to their expiration only by a person or persons to whom such Optionee's
Option rights pass by will or by the laws of descent and distribution. Provided,
however, if such Optionee should breach any covenant regarding proprietary
information or other protective covenants of an employment agreement with the
Company or Bank following termination, then any Option granted pursuant hereto
but not



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exercised as of the date of such breach shall be immediately forfeited.

        (ii) In the event that the employment of an Optionee with the Company or
Bank is terminated by reason of such Optionee becoming Totally Disabled (as
defined hereinafter), any Options granted pursuant hereto which have not vested
as of the date of such Optionee's termination of employment by reason of
becoming Totally Disabled shall become vested and exercisable on the date of
Optionee becoming Totally Disabled. All vested and exercisable Options granted
pursuant hereto to such Optionee shall be exercisable until the earlier of the
Option Termination Date or the date thirty (30) days after the date of such
Optionee becoming Totally Disabled. As used herein, "Totally Disabled" refers to
a condition resulting from injury or illness to an Optionee while such Optionee
is an employee of the Company or Bank which prevents such Optionee from
performing his or her services pursuant to any employment agreement for a period
of ninety (90) consecutive days. Provided, however, if such Optionee should
breach any covenant regarding proprietary information or other protective
covenants of an employment agreement with the Company or Bank following
termination, then any Option granted pursuant hereto but not exercised as of the
date of such breach shall be immediately forfeited.

    (e) Termination of Employment Other Than by Change in Control or by Death or
        Disability.

        (i) In the event that the employment of an Optionee with the Company or
Bank is terminated for Cause (as defined hereinafter), all Options granted
pursuant hereto which have not vested as of such Optionee's date of termination
shall expire and become unexercisable on the earlier of the Option Termination
Date or the Optionee's date of termination. All vested and exercisable options
as of such Optionee's date of termination shall expire on the earlier of the
Option Termination Date or the date thirty (30) days after such Optionee's date
of termination. As used herein, "Cause" shall mean:

            (1) conduct by an Optionee in the performance of his or her duties
that amounts to insubordination, fraud, dishonesty, misappropriation of Company
or Bank assets or misconduct;

            (2) failure by an Optionee to perform his or her duties diligently,
competently and in a manner and to the extent required under any employment
agreement with the Company or Bank, or breach by an Optionee of any covenant,
promise, representation or warranty of any employment agreement with the Company
or Bank or of any fiduciary or other obligation owed by an Optionee to the
Company or Bank, including without limitation the obligation to refrain from
engaging in activities prohibited by any employment


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agreement with Company or Bank;

                (3) the commission by an Optionee of a felony or any crime
involving moral turpitude;

                (4) failure of an Optionee to follow established lawful policies
of the Company or Bank.

Provided, however, if such Optionee should breach any covenant regarding
proprietary information or other protective covenants of an employment agreement
with the Company or Bank following termination, then any Option granted pursuant
hereto but not exercised as of the date of such breach shall be immediately
forfeited.

        (ii) In the event that the employment of an Optionee with the Company or
Bank is terminated by the Company or Bank or by Optionee for any reason other
than for Cause or upon Optionee's death or becoming Totally Disabled, all
Options granted pursuant hereto which have not vested as of such Optionee's date
of termination shall expire and become unexercisable on the earlier of the
Option Termination Date or the Optionee's date of termination. All vested and
exercisable options as of such Optionee's date of termination shall expire on
the earlier of the Option Termination Date or the date thirty (30) days after
such Optionee's date of termination. A leave of absence approved in writing by
the Board shall not be deemed a termination of employment for purposes of this
Section 7(e)(ii), but no Option may be exercised during any such leave of
absence. Provided, however, if such Optionee should breach any covenant
regarding proprietary information or other protective covenants of an employment
agreement with the Company or Bank following termination, then any Option
granted pursuant hereto but not exercised as of the date of such breach shall be
immediately forfeited.

   (f) Payment. The entire Option Price shall be paid in cash at the time the
Option is exercised.

   (g) Miscellaneous.

        (i)  An Option may be exercised in accordance with this Section 7 as to
all vested Options from time to time during the applicable option period, except
that an Option shall not be exercisable with respect to fractions of a share.

        (ii) As a condition to the exercise of an Option, the Board may in its
sole discretion, require the Optionee to pay in cash, in addition to the
purchase price of the shares covered by the Option, an amount equal to any
federal, state and local taxes that may be required to be withheld in connection
with the exercise of such Option.

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 8. Shareholder Approval. The Options granted under the Plan are effective
immediately upon adoption of the Plan by the Board, but the exercise of any
Option granted is conditioned on approval of the Plan by stockholders of the
Company as required by applicable law and/or the Company's Certificate of
Incorporation and Bylaws within twelve months after approval of the Plan by the
Board. No Option granted pursuant hereto shall be exercisable (or otherwise vest
any rights thereunder in the Optionees) unless and until the Plan has been so
approved.

9.  Limit on Amount of Exercisable Options. The aggregate fair market value
(determined as of the date the Option is granted) of the shares of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by such individual during any calendar year under all incentive stock option
plans of the Company shall not exceed one hundred thousand dollars
($100,000.00).

10. Stock Option Agreement. The terms and conditions of Options granted under
the Plan shall be evidenced by a Stock Option Agreement executed by the Company
or Bank and the person to whom the Option is granted. Each Stock Option
Agreement shall incorporate the Plan by reference and shall include such
provisions as are determined to be necessary or appropriate by the Board.

11. Stock Restriction Agreement. As a condition to the granting of any Option
hereunder and the subsequent exercise of any such Option, the Board may require
the Optionee to enter into a stock restriction agreement with the Company for
the purpose of limiting the sale or other transfer of ownership of Common Stock
acquired by the Optionee.

12. Amendment or Termination of the Plan.

    (a)  The Board may amend, suspend and/or terminate the Plan at any time;
provided, however, that except as provided in Section 15 below, the Board shall
not amend the Plan in the following respects without shareholder approval:

               (i)  To increase the maximum number of shares subject to the
Plan;

               (ii) To change the designation or class of persons eligible to
receive Options under the Plan;

              (iii) To extend the term of the Plan or the maximum Option
exercise period; or

               (iv) To decrease the minimum price at which shares may be
optioned under the Plan.

    (b)  Furthermore, the Plan may not, without the approval of

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the shareholders, be amended in any manner that would cause Incentive Stock
Options issued hereunder to fail to qualify as Incentive Stock Options as
defined in Section 422(b) of the Code. Notwithstanding the foregoing, no
amendment, suspension or termination of the Plan shall adversely affect Options
granted on or prior to the date thereof, as evidenced by the execution of a
Stock Option Agreement by both the Company and the Optionee, without the consent
of such Optionee.

13.  Options Not Transferable.  Options granted under this Plan may not be sold,
pledged, hypothecated, assigned, encumbered gifted or otherwise transferred or
alienated in any manner, either voluntarily or involuntarily by operation of
law, other than by will or the laws of descent and distribution, and may be
exercised during the lifetime of an Optionee only by such Optionee or, if such
Optionee shall become legally Incompetent or disabled, by such Optionee's
guardian or legal representative.

14.  Restrictions on Issuance of Shares.

     (a)  Subject to the limitations set forth herein, the Company shall have
the following registration, qualification and stock exchange approval
obligations:

          (i)  In the event that the Company shall deem it necessary to register
the Plan and/or the shares of Common Stock and/or the Options under the
Securities Act of 1933 or other applicable statutes any shares of Common Stock
with respect to which an Option shall have been exercised, or to qualify any
such shares for exemption from such registration requirements, then the Company
shall take such action at its own expense before delivery of such shares; and/or

         (ii)  In the event the shares of stock of the Company shall be listed
on any national stock exchange at the time of the exercise of an Option under
the Plan, then the Company shall make prompt application for such stock
exchange's approval of the listing of such shares on such stock exchange, at the
sole expense of the Company.

     (b)  In no event shall the Company be obligated to agree to any conditions
which it deems unacceptable as a prerequisite to obtaining such registration,
qualification and/or stock exchange approval. The inability of the Company to
obtain from any regulatory agency and/or stock exchange the authorization deemed
by the Company's counsel to be necessary to the lawful issuance and sale of any
shares of its stock hereunder shall relieve the Company of any liability in
respect of the non-issuance or sale of such stock as to which such requisite
authorization shall not have been obtained.

     (c)  The exercise of Options granted under the Plan shall be

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conditioned upon the Company obtaining any required regulatory permit
authorizing the Company to issue such Options.

15.  Adjustments Upon Changes In Capitalization. If the outstanding shares of
Common Stock of the Company are increased, decreased, changed into or exchanged
for a different number or kind of shares of the Company through reorganization,
recapitalization, reclassification, stock dividend, stock split or reverse stock
split, upon proper authorization of the Board an appropriate adjustment shall be
made in the number or kind of shares, and the per-share option price thereof,
which may be issued in the aggregate and to individual Optionees under the Plan
upon exercise of Options granted under the Plan; provided, however, that no such
adjustment need be made if, upon the advice of counsel, the Board determines
that such adjustment may result in the receipt of federally taxable income to
holders of Options granted pursuant hereto or the holders of Common stock or
other classes or the Company's securities.

16. Representations and Warranties. As a condition to the granting and the
exercise of any portion of an Option, the Company may require the person
receiving or exercising such Option to make any representation and/or warranty
to the Company as may, in the judgment of counsel to the Company, be required
under any applicable law or regulation, including but not limited to a
representation and warranty that the Option and/or shares are being acquired
only for investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation is
required under the Securities Act of 1933 or any other applicable law,
regulation or rule of any governmental agency.

17. No Enlargement of Employee Rights. The Plan is purely voluntary on the part
of the Company, and while the Company hopes to continue it indefinitely, the
continuance of the Plan shall not be deemed to constitute a contract between the
Company or the Bank and any employee, or to be consideration for or a condition
of the employment of any employee. Nothing contained in the Plan shall be deemed
to give any employee the right to be retained in the employ of the Company or to
interfere with the right of the Company to discharge or retire any employee
thereof at any time. No employee shall have the right to or interest in options
authorized hereunder prior to the grant of such an Option to such employee, and
upon such grant he shall have only such rights and interests as are expressly
provided herein, subject, however, to all applicable provisions of the Company's
Certificate of Incorporation and Bylaws, as the same may be amended from time to
time.

18.  Privileges of Stock Ownership. No person entitled to exercise any Option
granted under the Plan shall have any of the rights or privileges of a
stockholder of the Company in respect of any shares of Common Stock issuable
upon exercise of such Option until a

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certificate representing such shares shall have been issued. No adjustments
shall be made for dividends or other rights for which the record date is prior
to the date of issuance of such certificate, except as provided in Section 15.

19.  Legends on Options and Stock Certificates. Each Stock Option Agreement
and each certificate representing shares of Common Stock acquired upon
exercise of an Option shall be endorsed with all legends, if any, required by
applicable securities laws to be placed on the Stock Option Agreement and/or
certificate.

20.  Availability of Plan. A copy of the Plan shall be delivered to the
Secretary of the Company and shall be shown by the Secretary to any eligible
person making reasonable inquiry concerning the Plan.

21.  Applicable Law. The Plan shall be governed by and construed in accordance
with the laws of the State of Georgia.

22.  Miscellaneous.

     (a)  The Plan shall be binding upon the successors and assigns of the
Company.

     (b)  Whenever used herein, nouns in the singular shall include the plural,
and the masculine pronoun shall include the feminine gender.

     (c)  Headings of articles and sections hereof are inserted for convenience
and reference; they constitute no part of the Plan.

     IN WITNESS WHEREOF, pursuant to the due authorization and adoption of the
Plan by the Board on _________, 1996, the Company has caused the Plan to be duly
executed by its duly authorized officers this _______ day of ______, 1996.


                                                SNB BANCSHARES, INC.


                                            BY: _______________________________
                                                President



                                        ATTEST: _______________________________
                                                Secretary

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