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                                                                     Exhibit 4.4

                            Republic National Bank
                            1998 Stock Option Plan

                         AMENDED AND RESTATED TO BE THE

                       REPUBLIC BANCSHARES OF TEXAS, INC.
                             1998 STOCK OPTION PLAN


                              W I T N E S S E T H:

     WHEREAS, the Board of Directors of Republic National Bank (the "Bank")
previously adopted the Republic National Bank 1998 Stock Option Plan to be
effective on October 30, 1998 and such plan was approved by the stockholders of
the Bank; and

     WHEREAS, the Bank, Republic Bancshares of Texas, Inc. (the "Company") and
RBT Holdings, Inc. entered into that certain Agreement and Plan of
Reorganization dated as of May 30, 2001 (the "Reorganization Agreement"),
pursuant to which the Company became a holding company for the Bank effective
September 7, 2001 (the "Reorganization");

     WHEREAS, pursuant to the Reorganization Agreement, the outstanding options
granted under the Republic National Bank 1998 Stock Option Plan to purchase
shares of Bank common stock are to be converted into options to purchase shares
of Company common stock, at a rate of one share of Company common stock for each
share of Bank common stock;

     WHEREAS, the Republic National Bank 1998 Stock Option Plan is to be renamed
the Republic Bancshares of Texas, Inc. 1998 Stock Option Plan;

     NOW, THEREFORE, effective September 7, 2001, the Republic National Bank
1998 Stock Option Plan is assumed by the Company, renamed as the Republic
Bancshares of Texas, Inc. 1998 Stock Option Plan and amended and restated as set
forth below to continue such plan following the Reorganization.

     SECTION 1. PURPOSE OF THE PLAN. The purpose of the Republic National Bank
1998 Stock Option Plan ("Plan") is to encourage ownership of common stock, $1.00
par value ("Common Stock"), of the Company, by key employees and directors of
the Company and its Affiliates (as defined below) and to provide increased
incentive for such key employees and directors to render services and to exert
maximum effort for the success of the Bank. In addition, the Bank expects that
the Plan will further strengthen the identification of the key employees and
directors with the stock holders. Certain options to be granted under this Plan
are intended to qualify as incentive stock options ("ISOs") pursuant to Section
422 of the Internal Revenue Code of 1986, as amended ("Code"), while other
options granted under this Plan will be nonqualified options which are not
intended to qualify as ISOs ("Nonqualified Options"), either or both as provided
in the agreements evidencing the options as provided in Section 6 hereof. As
used in this Plan, the term "Affiliates"
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means any "parent corporation" of the Bank and any "subsidiary corporation" of
the Bank within the meaning of Code Sections 424(e) and (f), respectively.

     SECTION 2. ADMINISTRATION OF THE PLAN.

          (a) Composition of Committee.  The Plan shall be administered by the
     Compensation Committee (the "Committee") designated by the Board of
     Directors of the Company (the "Board"), which shall also designate the
     Chairman of the Committee.  If the Company is governed by Section 16 of the
     Securities Exchange Act of 1934, as amended ("Exchange Act"), the Committee
     shall consist solely of two or more "Non-Employee Directors" within the
     meaning of Rule 16b-3 promulgated by the Securities and Exchange Commission
     (the "Commission") under the Exchange Act.

          (b) Committee Action.  The Committee shall hold its meetings at such
     times and places as it may determine.  A majority of its members shall
     constitute a quorum, and all determinations of the Committee shall be made
     by not less than a majority of its members. Any decision or determination
     reduced to writing and signed by a majority of the members shall be fully
     as effective as if it had been made by a majority vote of its members at a
     meeting duly called and held.  The Committee may designate the Secretary of
     the Company or other Company employees to assist the Committee in the
     administration of the Plan, and may grant authority to such persons to
     execute award agreements or other documents on behalf of the Committee and
     the Company.  Any duly constituted committee of the Board satisfying the
     qualifications of this Section 2 may be appointed as the Committee.

          (c) Committee Expenses.  All expenses and liabilities incurred by the
     Committee in the administration of the Plan shall be borne by the Company.
     The Committee may employ attorneys, consultants, accountants or other
     persons.

     SECTION 3. STOCK RESERVED FOR THE PLAN. Subject to adjustment as provided
in Section 6 hereof, the aggregate number of shares of Common Stock that may be
optioned under the Plan is 324,000. The shares subject to the Plan shall
consist of authorized but unissued shares of Common Stock and such number of
shares shall be and is hereby reserved for sale for such purpose. Any of such
shares which may remain unsold and which are not subject to outstanding options
at the termination of the Plan shall cease to be reserved for the purpose of the
Plan, but until termination of the Plan or the termination of the last of the
options granted under the Plan, whichever last occurs, the Company shall at all
times reserve a sufficient number of shares to meet the requirements of the
Plan. Should any option expire or be canceled prior to its exercise in full, the
shares theretofore sub ject to such option may again be made subject to an
option under the Plan.

     SECTION 4. ELIGIBILITY. The persons eligible to participate in the Plan as
a recipient of options ("Optionee") shall include only key employees and
directors of the Company or its Affiliates at the time the option is granted. A
key employee or director who has been granted an option here under may be
granted an additional option or options, if the Committee shall so determine.

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     SECTION 5. GRANT OF OPTIONS.

          (a) Committee Discretion.  The Committee shall have sole and absolute
     discretionary authority (i) to determine, authorize, and designate those
     persons pursuant to this Plan who are to receive options under the Plan,
     (ii) to determine the number of shares of Common Stock to be covered by
     such options and the terms thereof, and (iii) to determine the type of
     option granted:  ISO, Nonqualified Option or a combination of ISO and
     Nonqualified Options; provided that a director who is not an employee may
     not receive ISOs. If the Company is governed by Section 16 of the Exchange
     Act, the Committee shall specifically pre-approve each grant to each
     Optionee subject to Section 16(b) in accordance with Rule 16b-3 as amended,
     unless such grant is or will be otherwise exempt from Section 16(b).  The
     Committee shall thereupon grant options in accordance with such
     determinations as evidenced by a written option agreement.  Subject to the
     express provisions of the Plan, the Committee shall have discretionary
     authority to prescribe, amend and rescind rules and regulations relating to
     the Plan, to interpret the Plan, to prescribe and amend the terms of the
     option agreements (which need not be identical) and to make all other
     determinations deemed necessary or advisable for the administration of the
     Plan.

          (b) Stockholder Approval.  All options granted under this Plan are
     subject to, and may not be exercised before, the approval of this Plan by
     the stockholders prior to the first anniversary date of the Board meeting
     held to approve the Plan, by the affirmative vote of the holders of a
     majority of the shares of the Company present, or represented by proxy, and
     entitled to vote at a meeting at which a quorum is present, or by written
     consent in accordance with the laws of the United States and the State of
     Texas, as may be applicable; provided that if such approval by the
     stockholders of the Company is not forthcoming, all options previously
     granted under this Plan shall be void.

          (c) Limitation on Incentive Stock Options.  The aggregate fair market
     value (determined in accordance with Section 6 of this Plan at the time the
     option is granted) of the Common Stock with respect to which ISOs may be
     exercisable for the first time by any Optionee during any calendar year
     under all such plans of the Company and its Affiliates shall not exceed
     $100,000.

     SECTION 6. TERMS AND CONDITIONS. Each option granted under the Plan shall
be evidenced by an agreement, in a form approved by the Committee, which shall
be subject to the following express terms and conditions and to such other terms
and conditions as the Committee may deem appropriate.

          (a) Option Period. The Committee shall promptly notify the Optionee of
     the option grant and a written agreement shall promptly be executed and
     delivered by and on behalf of the Company and the Optionee, provided that
     the option grant shall expire if a written agreement is not signed by said
     Optionee (or his agent or attorney) and returned to the Company within 60
     days from date of receipt by the Optionee of such agreement. The date of
     grant shall be the date the option is actually granted by the Committee,
     even though the written agreement may be executed and delivered by the
     Company and the Optionee after

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     that date. Each option agreement shall specify the period for which the
     option thereunder is granted (which in no event shall exceed ten years from
     the date of grant) and shall provide that the option shall expire at the
     end of such period. If the original term of an option is less than ten
     years from the date of grant, the option may be amended prior to its
     expiration, with the approval of the Committee and the Optionee, to extend
     the term so that the term as amended is not more than ten years from the
     date of grant. However, in the case of an ISO granted to an individual who,
     at the time of grant, owns stock possessing more than 10 percent of the
     total combined voting power of all classes of stock of the Company or its
     Affiliates ("Ten Percent Stockholder"), such period shall not exceed five
     years from the date of grant.

          (b) Option Price.  The purchase price of each share of Common Stock
     subject to each option granted pursuant to the Plan shall be determined by
     the Committee at the time the option is granted and, in the case of ISOs,
     shall not be less than 100% of the fair market value of a share of Common
     Stock on the date the option is granted, as determined by the Committee.
     In the case of an ISO granted to a Ten Percent Stockholder, the option
     price shall not be less than 110% of the fair market value of a share of
     Common Stock on the date the option is granted.  The purchase price of each
     share of Common Stock subject to a Nonqualified Option under this Plan
     shall be determined by the Committee prior to granting the option.  The
     Committee shall set the purchase price for each share subject to a
     Nonqualified Option at either the fair market value of each share on the
     date the option is granted, or at such other price as the Committee in its
     sole discretion shall determine.

          At the time a determination of the fair market value of a share of
     Common Stock is required to be made hereunder, the determination of its
     fair market value shall be made by the Committee in such manner as it deems
     appropriate.

          (c) Exercise Period.  The Committee may provide in the option
     agreement that an option may be exercised in whole, immediately, or is to
     be exercisable in increments.

          (d) Procedure for Exercise.  Options shall be exercised by the
     delivery of written notice to the Secretary of the Company setting forth
     the number of shares with respect to which the option is being exercised.
     Such notice shall be accompanied by (i) cash, cashier's check, Company
     draft, or postal or express money order payable to the order of the
     Company, (ii) subject to the approval by the Committee, certificates
     representing shares of Common Stock theretofore owned by the Optionee duly
     endorsed for transfer to the Company, or (iii) any combination of the
     preceding, equal in value to the full amount of the exercise price.  Notice
     may also be delivered by fax or telecopy provided that the purchase price
     of such shares is delivered to the Company via wire transfer on the same
     day the fax is received by the Company.  The notice shall specify the
     address to which the certificates for such shares are to be mailed.  An
     Optionee shall be deemed to be a stockholder with respect to shares covered
     by an option on the date the Company receives such written notice and such
     option payment.  As promptly as practicable after receipt of such written
     notification and payment, the Company shall deliver to the Optionee
     certificates for the number of shares with respect to which such option has
     been so exercised, issued in the

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     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 the Optionee at the address specified
     pursuant to this Section 6.(d).

          (e) Termination of Employment.  If an Optionee to whom an option is
     granted ceases to be employed by the Company or any of its Affiliates or
     ceases to serve on the Board of the Company or any of its Affiliates for
     any reason other than death or disability, any option which is exercisable
     on the date of such termination of employment or cessation of serving on
     the Board may be exercised during a three month period after such date, but
     in no event may the option be exercised after its expiration under the
     terms of the option agreement; provided, however, that if an Optionee's
     employment or service on the Board is terminated because of the Optionee's
     theft or embezzlement from the Company or any of its Affiliates, disclosure
     of trade secrets of the Company or any of its Affiliates or the commission
     of a willful, felonious act while in the employment of the Company or any
     of its Affiliates (such reasons shall hereinafter be collectively referred
     to as "for cause"), then any option or unexercised portion thereof granted
     to said Optionee shall expire upon such termination of employment or
     cessation of serving on the Board.

          (f) Disability or Death of Optionee. In the event of the determination
     of disability or death of an Optionee under the Plan while the Optionee is
     employed by the Company or any of its Affiliates or while the Optionee
     serves on the Board of the Company or any of its Affiliates, the options
     previously granted to him may be exercised (to the extent he or she would
     have been entitled to do so at the date of the determination of disability
     or death) at any time and from time to time, within a one year period after
     the date of such determination of disability or death, by the former
     employee, the guardian of his estate, the executor or administrator of his
     estate or by the person or persons to whom his rights under the option
     shall pass by will or the laws of descent and distribution, but in no event
     may the option be exercised after its expiration under the terms of the
     option agreement. An Optionee shall be deemed to be disabled if, in the
     opinion of a physician selected by the Committee, he or she is incapable of
     performing services for the Company or any of its Affiliates of the kind he
     or she 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 of determination of disability for purposes hereof shall be the date
     of such determination by such physician.

          (g) Assignability.  An option shall not be assignable or otherwise
     transferable except by will or by the laws of descent and distribution.
     During the lifetime of an Optionee, an option shall be exercisable only by
     him or his authorized legal representative.

          (h) Incentive Stock Options.  Each option agreement may contain such
     terms and provisions as the Committee may determine to be necessary or
     desirable in order to qualify an option designated as an ISO.

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          (i) No Rights as Stockholder.  No Optionee shall have any rights as a
     stockholder with respect to shares covered by an option until the option is
     exercised by the written notice and accompanied by payment as provided in
     clause (d) above.

          (j) 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, exchanges 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 other securities 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 proceeding, whether of a similar character or
     otherwise.  If the Company merges, consolidates, sells all of its assets or
     dissolves (each of the foregoing a "Fundamental Change"), then thereafter
     upon any exercise of an option theretofore granted the Optionee shall be
     entitled to purchase under such option, in lieu of the number of shares of
     Common Stock as to which option shall then be exercisable, the number and
     class of shares of stock and securities to which the Optionee would have
     been entitled pursuant to the terms of the Fundamental Change if,
     immediately prior to such Fundamental Change, the Optionee had been the
     holder of record of the number of shares of Common Stock as to which such
     option is then exercisable.  If (i) the Company shall not be the surviving
     entity in any merger or consolidation (or survives only as a subsidiary of
     another entity), (ii) the Company sells all or substantially all of its
     assets to any other person or entity (other than a wholly-owned
     subsidiary), (iii) any person or entity (including a "group" as
     contemplated by Section 13(d)(3) of the Exchange Act) acquires or gains
     ownership or control of (including, without limitation, power to vote) more
     than 50% of the outstanding shares of Common Stock, (iv) the Company is to
     be dissolved and liquidated, or (v) as a result of or in connection with a
     contested election of directors, the persons who were directors of the
     Company before such election shall cease to constitute a majority of the
     Board (each such event in clauses (i) through (v) above is referred to
     herein as a "Corporate Change"), the Committee, in its sole discretion, may
     accelerate the time at which all or a portion of an Optionee's options may
     be exercised for a limited period of time before or after a specified date.

          (k) Changes in Company's 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 which are subject to the Plan or subject
     to any options theretofore granted, and the option prices, shall be
     appropriately and equitably adjusted so as to maintain the proportionate
     number of shares or other securities without changing the aggregate option
     price.

          (l) Acceleration of Options.  Except as hereinbefore expressly
     provided, (i) the issuance by the Company of shares of stock or any class
     of securities convertible into shares of stock of any class, for cash,
     property, labor or services, upon direct sale, upon the exercise

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     of rights or warrants to subscribe therefor, or upon conversion of shares
     or obligations of the Company convertible into such shares or other
     securities, (ii) the payment of a dividend in property other than Common
     Stock or (iii) the occurrence of any similar transaction, and in any case
     whether or not for fair value, shall not affect, and no adjustment by
     reason thereof shall be made with respect to, the number of shares of
     Common Stock subject to options theretofore granted or the purchase price
     per share, unless the Committee shall determine, in its sole discretion,
     than an adjustment is necessary to provide equitable treatment to Optionee.
     Notwithstanding anything to the contrary contained in this Plan, the
     Committee may, in its sole discretion, accelerate the time at which any
     option may be exercised, including, but not limited to, upon the occurrence
     of the events specified in this Section 6.

     SECTION 7. AMENDMENTS OR TERMINATION. The Board may amend, alter or
discontinue the Plan, but no amendment or alteration shall be made which would
impair the rights of any Optionee, without his consent, under any option
theretofore granted, or which, without the approval of the stockholders, would:
(i) except as is provided in Section 6.(k) of the Plan, increase the total
number of shares reserved for the purposes of the Plan, (ii) change the class of
persons eligible to participate in the Plan as provided in Section 4 of the
Plan, (iii) extend the applicable maximum option period provided for in Section
6.(a) of the Plan, (iv) extend the expiration date of this Plan set forth in
Section 14 of the Plan, (v) except as provided in Section 6.(k) of the Plan,
decrease to any extent the option price of any option granted under the Plan or
(vi) withdraw the administration of the Plan from the Committee.

     SECTION 8. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the grant
and exercise of options thereunder, and the obligation of the Company to sell
and deliver shares under such options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for shares of Common Stock prior
to the completion of any registration or qualification of such shares under any
federal or state law or issuance of any ruling or regulation of any government
body which the Company shall, in its sole discretion, determine to be necessary
or advisable. Any adjustments provided for in Sections 6.(j), 6.(k) and 6.(l)
shall be subject to any stockholder action required by Texas or federal law.

     SECTION 9. PURCHASE FOR INVESTMENT. Unless the options and shares of Common
Stock covered by this Plan have been registered under the Securities Act of
1933, as amended, or the Company has determined that such registration is
unnecessary, each person exercising an option under this Plan may be required by
the Company to give a representation in writing that he or she is acquiring such
shares for his own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.

     SECTION 10. TAXES.

          (a) The Company may make such provisions as it may deem appropriate
     for the withholding of any taxes which it determines is required in
     connection with any options granted under this Plan.

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          (b) Notwithstanding the terms of Section 10.(a), any Optionee may pay
     all or any portion of the taxes required to be withheld by the Company or
     paid by him or her in connection with the exercise of a Nonqualified Option
     by electing to have the Company withhold shares of Common Stock, or by
     delivering previously owned shares of Common Stock, having a fair market
     value, determined in accordance with Section 6.(b), equal to the amount
     required to be withheld or paid; provided, however, that, if the Optionee
     is subject to Section 16 of the Exchange Act, such tax withholding or
     delivery right must be specifically pre-approved by the Committee as a
     feature of the option or otherwise approved in accordance with Rule 16b-3.
     An Optionee must make the foregoing election on or before the date that the
     amount of tax to be withheld is determined.

     SECTION 11. REPLACEMENT OF OPTIONS. The Committee from time to time may
permit an Optionee under the Plan to surrender for cancellation any unexercised
outstanding option and receive from the Company in exchange an option for such
number of shares of Common Stock as may be designated by the Committee. The
Committee may, with the consent of the person entitled to exercise any
outstanding option, amend such option, including reducing the exercise price of
any option to not less than the fair market value of the Common Stock at the
time of the amendment and extending the term thereof.

     SECTION 12. NO RIGHT TO COMPANY EMPLOYMENT OR DIRECTORSHIP. Nothing in this
Plan or as a result of any option granted pursuant to this Plan shall confer on
any individual any right to continue in the employ of the Company or any
Affiliate or to continue to serve on the Board of the Company or any Affiliate
or interfere in any way with the right of the Company or any Affiliate to
terminate an individual's employment at any time. The option agreements may
contain such provisions as the Committee may approve with reference to the
effect of approved leaves of absence.

     SECTION 13. LIABILITY OF COMPANY. The Company and any Affiliate which is in
existence or hereafter comes into existence shall not be liable to an Optionee
or other persons as to:

          (a) Non-Issuance of Shares.  The non-issuance or sale of shares as to
     which the Company has been unable to obtain from any regulatory body having
     jurisdiction the authority deemed by the Company's counsel to be necessary
     to the lawful issuance and sale of any shares hereunder; and

          (b) Tax Consequences.  Any tax consequence expected, but not realized,
     by any Optionee or other person due to the exercise of any option granted
     hereunder.

     SECTION 14. EFFECTIVENESS AND EXPIRATION OF PLAN. The Plan became effective
upon adoption by the Board of Directors of the Bank on October 30, 1998 (the
"Effective Date"). The Plan was presented and approved by the stockholders of
the Bank for the purposes of: (i) obtaining favorable treatment under Section
16(b) of the Exchange Act and (ii) satisfying one of the requirements of Section
422 of the Code governing the tax treatment of ISOs. The Plan was amended and
restated by the Board of the Company as of September 7, 2001. The Plan shall
expire ten years after the Effective Date and thereafter no option shall be
granted pursuant to the Plan.

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     SECTION 15. NON-EXCLUSIVITY OF THE PLAN. Neither the adoption by the Board
of Directors of the Bank nor the subsequent approval of the Plan by the
stockholders of the Company shall be construed as creating any limitations on
the power of the Board of Directors of the Company to adopt such other incentive
arrangements as it may deem desirable, including without limitation, the
granting of restricted stock or stock options otherwise than under the Plan, and
such arrangements may be either generally applicable or applicable only in
specific cases.

     SECTION 16. GOVERNING LAW. This Plan and any agreements hereunder shall be
interpreted and construed in accordance with the laws of the State of Texas and
applicable federal law.

     Adopted by the Board of Directors of Republic National Bank on October 30,
1998 and amended and restated by the Board of Directors of Republic Bancshares
of Texas, Inc. as of September 7, 2001.


                              REPUBLIC BANCSHARES OF TEXAS, INC.



                              By:
                                 -----------------------------------------
                                    C. P. Bryan
                                    President and Chief Executive Officer

ATTEST:



----------------------------
Stanley H. Florance
Secretary

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